sample_contracts.py

# sample_contracts.py — built-in examples for Lease Lens.
# 3 REAL executed leases from SEC EDGAR filings (public record, 2024-2025,
# provably outside the CUAD training set). CarOffer capped to 80k chars.
# REAL_SOURCES maps each to its SEC filing URL so judges can verify provenance in-app.

REAL_EXAMPLES = {
"📄 REAL: Office lease — Alpharetta GA (SEC EX-10.131, 2021)": "EX-10.131\n 18\n ea020177001ex10-131_larosa.htm\n FORM OF OFFICE LEASE AGREEMENT BY AND BETWEEN DAIA GROUP LLC, LA ROSA REALTY GEORGIA, LLC AND COLDWELL BANKER COMMERCIAL METRO BROKERS, DATED APRIL 6, 2021, FOR OFFICE SPACE LOCATED AT: 5855 MEDLOCK BRIDGE PARKWAY, SUITE 100, ALPHARETTA, GEORGIA 30022\n\n Exhibit\n10.131 \n\n ATLANTA COMMERCIAL BOARD OF REALTORS ® , INC. OFFICE LEASE AGREEMENT THIS LEASE is dated , by and among 2. TERM. The Tenant shall have and hold the Premises for a term of beginning on the ) Office Lease Agreement (#003) Rev. 05/05 1 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 The rent including property taxes and CAM charges. (C) All payments, other than those specified above, as required in this Lease to be made by Tenant to Landlord shall be deemed to be and shall become additional rent hereunder, whether or not the same shall be designated as such and shall be due and payable along with usual rental payments subject to the same conditions and remedies as exist for said rental payments . 4 . LATE CHARGES . Other remedies for nonpayment of rental notwithstanding, time is of the essence of this Lease and i f Landlord elects to accept rent on or after the sixth ( 6 th) day of the month, a late charge equal to the greater of five percent ( 5 % ) of the monthly rent or One Hundred Dollars ( $ 100 . 00 ) will be due as additional rent . Tenant agrees to tender all late rents by cashier's check, certified check, or money order . In the event Tenant's rent check is dishonored by the bank, Tenant agrees to pay Landlord $ 25 . 00 as a handling charge and, i f applicable, the late charge, and Tenant shall deliver said monies to Landlord as specified in Paragraph 3 . Dishonored checks must be replaced by cashier's check, certified check or money order . In the event more than one check is dishonored, Tenant agrees to pay all future rents and charges in the form of cashier's check, certified check, or money order . Any other amounts payable to Landlord under this Lease, with the exception of rent, shall be considered past due 30 days from Landlord's billing date and Tenant shall pay a monthly service charge of 5 % of the amount past due for that and each subsequent month that the amount remains past due . The parties agree that such charges represent a fair and reasonable estimate of the costs the Landlord will incur by reason of such late payment and/or returned check . 4/6/2021 Daia Group LLC (“Landlord”), La Rosa Realty Georgia, LLC (“Tenant”), Coldwell Banker Commercial Metro Brokers (“Broker”) and La Rosa Realty Georgia, LLC (“Co - Broker”). 1 . PREMISES . Landlord, for and in consideration of the rents, covenants, agreements, and stipulations hereinafter mentioned, provided for and contained hereinafter to be paid, kept and performed by Tenant, leases and rents unto Tenant and Tenant hereby rents and leases from Landlord the following described space in 5855 Medlock Bridge Parkway, Suite 100, Alpharetta, GA 30022 (“Building”) being approximately 4 , 248 +/ - rentable square feet ( N/A usable square feet) located at Fulton County, Georgia, (“Premises”) . The Premises are more particularly described and shown on Exhibit “A” as attached hereto and made a part hereof . No easement for light or air is granted hereunder . 36 months 1st day of May , 2021 , and ending on the 30th day of April , 20 24 , at midnight, unless sooner terminated as hereinafter provided, or unless adjusted pursuant to Paragraph 6(“Term”). 3. RENTAL AND COVENANTS TO PAY RENT. (A) Tenant shall pay to Landlord at 6985 BRIXTON PLACE, SUWANEE, GA 30024 or at such other place as Landlord may designate in writing without demand, deduction or set - off, an annual rental of (“Base Rental”), payable in equal monthly installments of four thousand and 00 / 100 Dollars ( $ 4 , 000 . 00 ) in advance on the first day of each calendar month during the Term subject to adjustment as provided in this paragraph . However, the rental shall be no less than the Base Rental as specified above . Rental for any period during the Term which is for less than one month shall be a prorated portion of the monthly rental due . (B) Base Rental shall escalate as follows : forty - eight thousand and 00/100 Dollars ($ 48,000.00 Month #13 ~ #24: Month #25 ~ #36: $4,120.00 per month $4,243.60 per month \n\n 5. SECURITY DEPOSIT. On the date of execution of this Lease by Tenant, Tenant will pay to Landlord the first full month’s Base Rental in the amount of $ and a security deposit in the amount of Office Lease Agreement (#003) Rev. 05/05 2 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 See Exhibit \"B\"(4) $ See Exhibit \"B\"( 4 ) . Landlord shall have the right, but not the duty, to apply any part of said deposit to cure any default of Tenant and if Landlord does so, Tenant shall upon demand deposit with Landlord the amount so applied so that Landlord shall have the full deposit on hand at all times during the Term of this Lease . Landlord shall have the right, but not the duty, to hold said security deposit in an interest bearing escrow account and retain any interest accrued . In the event of a sale of the Building, or a lease of the Building, subject to this Lease, Landlord shall transfer the security deposit to the new landlord, and the Tenant shall attorn to the new landlord and the present Landlord shall thereupon be released from all liability for the return of such security deposit and Tenant shall look solely to the new landlord for the return of such security deposit and this provision shall apply to every transfer or assignment made of the security deposit to a new landlord . The security deposit under this Lease shall not be assigned or encumbered by Tenant without the written consent of Landlord and any such assignment or encumbrance without the Landlord’s written consent shall be void . Such security deposit shall be returned to Tenant within 30 days following the end of the Term of this Lease provided that Tenant has performed Tenant’s obligations under this Lease and provided that no defective conditions, other than normal wear and tear and casualty are left unrepaired by Tenant and that Tenant does not owe Landlord any debts . Any portion of the security deposit not required to reimburse Landlord for Landlord’s expense in repairing defective conditions caused by Tenant, or for paying amounts owed by Tenant to Landlord, shall be refunded to Tenant as provided above . 6. COMMENCEMENT . The date on which possession of the Premises is taken by Tenant (hereinafter called “Commencement Date”) will establish the commencement of rent on this Lease i f possession is taken before the 1 st day of May , 20 21 . I f for any reason Landlord fails to deliver the Premises ready for occupancy on the above date, this Lease shall remain in full force and effect and Landlord shall have no liability to Tenant due to delay in occupancy and rental shall commence when the Premises are ready for occupancy . Moreover, the Term of this Lease shall be proportionately extended for an additional period of time to the end so that this Lease shall provide for a full Term as herein provided . I f a delay in having the Premises ready for occupancy is caused by Tenant, or i f the Premises are ready for occupancy on the above date but Tenant does not take occupancy, rental in either case will commence as of the above date, unless specified otherwise herein . 7. ACCEPTANCE OF PREMISES . Landlord and Landlord's broker have made no representations or promises with respect to the Building, the Premises, or this Lease except as herein expressly set forth . The taking of possession of the Premises by Tenant shall be conclusive evidence that Tenant accepts the Premises \"as is\" and that the Premises and the Building are suitable for the use intended by Tenant and were in good and satisfactory condition at the time such possession was so taken, excluding any punch list items . 8. REPAIR BY TENANT AND REMOVAL OF IMPROVEMENTS AND ALTERATIONS UPON TERMINATION . (A) Tenant will, at Tenant's expense, take good care of the Premises and the fixtures and appurtenances therein, and will cause no active or permissive waste or injury thereof ; and Tenant shall, at Tenant's expense, but under the direction of Landlord, promptly repair any damage to the Premises or the Building caused by the misuse or neglect thereof, or by persons permitted on the Premises by Tenant, or Tenant moving in or out of the Premises . (B) Tenant will not, without Landlord's written consent, make any alterations, additions or improvements in or about the Premises and will not do anything to or on the Premises which will increase the rate of fire insurance on the Building . All alterations, additions or improvements (including but not limited to carpets, window treatments, and window treatment hardware) made or installed by Tenant to the Premises shall become the property of Landlord at the expiration of the Term of this Lease, or any extensions or renewals thereof . Landlord reserves the right to require Tenant to remove any improvements, additions or voice or data cabling or other low voltage wiring made to the Premises by Tenant or for Tenant’s benefit ; Tenant further agrees to do so prior to the expiration of the Term or within thirty ( 30 ) days after notice from Landlord, whichever shall be later, provided that Landlord give such notice no later than thirty ( 30 ) days after expiration of the Term of this Lease, or any extensions or renewals thereof . (C) No later than the last day of the Term, Tenant will remove all of Tenant's personal property and trade fixtures and repair all damage done by or in connection with the installation or removal of said property and will surrender the Premises (together with all keys to the Premises) in as good a condition as existed at the beginning of the Term, reasonable wear and tear, damage by fire, the elements or casualty excepted . All property of Tenant remaining on the Premises after expiration of the Term shall be deemed conclusively abandoned and may be removed by Landlord, and Tenant shall reimburse Landlord for the cost of such removal, subject, however, to Landlord's right to require Tenant to \n\n remove any improvements or additions made to the Premises by Tenant pursuant to sub - paragraph (B) of this paragraph . (D) In doing any work of any nature in, to or about the Premises, Tenant will use only contractors or workmen approved by Landlord . Tenant shall promptly cause the removal of any lien for material or labor claimed to be furnished to Premises at Tenant’s request . 9 . REPAIRS AND MAINTENANCE OF THE BUILDING . Landlord shall provide for the cleaning, repair and maintenance of the public portions of the Building . Unless otherwise expressly stipulated herein, Landlord shall not be required to make any improvements or repairs of any kind or character on the Premises during the Term of this Lease, except repairs to the exterior walls, corridors, windows, roof and other structural elements and equipment of the Building, and such additional maintenance as may be necessary because of damage by persons other than Tenant, its brokers, employees, invitees or visitors . Landlord shall not be liable to Tenant for losses due to theft or burglary or for damages done by unauthorized persons on the Premises . 10. USE. Tenant shall use the Premises for and for all lawful activities normally incidental thereto and related to the conduct of Tenant’s business, but for no other purposes . Tenant shall not use or occupy the Premises, or permit the Premises to be used or occupied, in violation of any ordinance, law or regulation of any governmental body, or in any manner which would vitiate or increase the premium charged for insurance on the Premises or the Building or that would cause damage to the Building, or that would constitute a public nuisance, or that would disturb the quiet enjoyment of the other tenants of the Building . 11. SERVICES - WATER, CLEANING, AND ELECTRICITY . Landlord shall furnish the following services without additional charge : (A) Heat and air conditioning in Landlord's judgment sufficient to reasonably cool or heat the Premises, at the proper season, during standard building hours ( 8 : 00 A . M . to 6 : 00 P . M . on Mondays through Fridays, inclusive and 8 : 00 A . M . to 1 : 00 P . M . on Saturdays) on normal business days, except holidays observed by national banks as legal holidays ; (B) Restroom facilities including water, paper towels, and toilet tissue reasonably used on the Premises ; (C) Janitorial services each Monday through Friday, except holidays observed by national banks as legal holidays ; (D) Electric current for lighting and for small business machines only (e . g . typewriters, personal computers, copiers and other small office equipment) using 110 volt, 20 AMP circuits . Tenant will not use any electrical equipment which in Landlord's opinion will overload the wiring installations or interfere with the reasonable use thereof by other users in the Building . Tenant will not, without Landlord's prior written consent in each instance (which shall not be unreasonably withheld) connect any additional items (such as electric heaters, data processing equipment or copy machines) to the Building’s electrical distribution system, or make any alterations or addition s to such system . Should Landlord grant such consent, all additional circuits or equipment required therefore shall be provided by Landlord and the reasonable cost thereof shall be paid by Tenant upon Landlord's demand ; (E) If Tenant uses an excessive amount of any of the services enumerated in this Paragraph, then Landlord reserves the right to charge Tenant as additional rent a reasonable sum for such excess ; (F) Landlord shall in no way be liable for cessation of any of the above services caused by strike, accident or reasonable breakdown, nor shall Landlord be liable for damages resulting from any of the fixtures or equipment in the Building being out of repair, or for injury to person or damage to property, caused by any defects in the electrical equipment, heating, ventilating and air conditioning system, water apparatus, or for any damages arising out of failure to furnish the services enumerated in this Paragraph 11 . 12. DESTRUCTION OF OR DAMAGE TO PREMISES . I f the Premises are made untenantable in whole or in part by fire or other casualty, the rent, until repairs shall be made or this Lease is terminated as hereinafter provided, shall be apportioned on a per diem basis and prorated according to the part of the Premises which is usable by the Tenant, if, but only if, such fire or other casualty was not caused by the fault or negligence of the Tenant, its contractors, invitees, brokers or employees . I f such damage shall be so extensive that the Premises cannot be restored by the Landlord within a period of one hundred twenty ( 120 ) days (as evidenced by a written declaration from Landlord to Tenant), then either party shall have the right to cancel this Lease by notice to the other given at any time within thirty ( 30 ) days after the date of such damage . I f this Lease is not so terminated, the Landlord will promptly repair the damage at the Landlord’s expense . 13. RULES AND REGULATIONS . Tenant will faithfully observe and comply with the “Rules and Regulations” attached office hereto and made a part hereof, and such further reasonable rules and regulations as Landlord may prescribe, on written notice to Office Lease Agreement (#003) Rev. 05/05 3 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 \n\n alterations and repairs; third, to the payment of the monthly rental and additional rent due and unpaid hereunder, and Office Lease Agreement (#003) Rev. 05/05 4 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 Tenant, for the safety, care and cleanliness of the Building, and the comfort, quietness and convenience of other occupants of the Building. 14. EVENTS OF DEFAULT . The happening of any one or more of the following events (hereinafter any one of which may be referred to as an “Event of Default”) during the term of this Lease, or any renewal or extension thereof, shall constitute a breach of this Lease on the part of the Tenant : (A) Tenant fails to pay the rental as provided for herein, and such failure continues for a period of five (5) calendar days; (B) Tenant abandons or vacates the Premises; (C) As set forth in Subsection 14(A), except Tenant fails to comply with or abide by and perform any other obligation imposed upon Tenant under this Lease, and such failure continues for a period of thirty (30) calendar days following written notice from Landlord to Tenant of said failure. (D) Tenant is adjudicated bankrupt or files for bankruptcy protection; (E) A permanent receiver is appointed for Tenant’s property and such receiver is not removed within sixty (60) days after written notice from Landlord to Tenant to obtain such removal; (F) Tenant either voluntarily or involuntarily takes advantage of any debt or relief proceedings under the present or future law, whereby the rent or any part thereof is, or is proposed to be reduced or payment thereof deferred; (G) Tenant makes an assignment for benefit of creditors; or (H) Tenant’s effects are levied upon or attached under process against Tenant, which is not satisfied or dissolved within thirty (30) days after written notice from Landlord to Tenant to obtain satisfaction thereof. 15. REMEDIES UPON DEFAULT . Upon the occurrence of an Event of Default, Landlord, in addition to any and all other rights or remedies it may have at law or in equity, shall have the option of pursuing any one or more of the following remedies : (A) Landlord may terminate this Lease by giving written notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination, with the same force and effect as though the date so specified were the date herein originally fixed as the termination date of the term of this Lease, and all rights of Tenant under this Lease and in and to the Premises shall expire and terminate, and Tenant shall remain liable for all obligations under this Lease arising up to the date of such termination and Tenant shall surrender the Premises to Landlord on the date specified in such notice ; (B) Landlord may terminate this Lease as provided in Paragraph 15 (A) hereof and recover from Tenant all damages Landlord may incur by reason of Tenant’s default, including, without limitation, a sum which, at the date of such termination, represents the then value of the excess, if any, of (i) the monthly rental and additional rent for the period commencing with the day following the date of such termination and ending with the date hereinbefore set for the expiration of the full term hereby granted, over (ii) the aggregate reasonable rental value of the Premises (less reasonable brokerage commissions, attorney’s fees and other costs relating to the reletting of the Premises) for the same period, all of which excess sum shall be deemed immediately due and payable ; (C) Landlord may, without terminating this Lease, declare immediately due and payable all monthly rental and additional rent due and coming due under this Lease for the entire remaining term hereof, together with all other amounts previously due, at once ; provided, however, that such payment shall not be deemed a penalty or liquidated damages but shall merely constitute payment in advance of rent for the remainder of said term ; upon making such payment, Tenant shall be entitled to receive from Landlord all rents received by Landlord from other assignees, tenants and subtenants on account of the Premises during the term of this Lease, provided that the monies to which Tenant shall so become entitled shall in no event exceed the entire amount actually paid by Tenant to Landlord pursuant to this clause (C) less all costs, expenses and attorney’s fees of Landlord incurred in connection with the reletting of the Premises ; or (D) Landlord may, from time to time without terminating this Lease, and without releasing Tenant in whole or in part from Tenant’s obligation to pay monthly rental and additional rent and perform all of the covenants, conditions and agreements to be performed by Tenant as provided in this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and, after making such alterations and repairs, Landlord may, but shall not be obligated to, relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Lease) at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable or acceptable ; upon each reletting, all rentals received by Landlord from such reletting shall be applied first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord ; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorneys’ fees, and of costs of such \n\n execute a subordination and attornment agreement incorporating the provisions set forth above and otherwise in form reasonably Office Lease Agreement (#003) Rev. 05/05 5 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 the residue, if any, shall be held by Landlord and applied against payments of future monthly rental and additional rent as the same may become due and payable hereunder ; in no event shall Tenant be entitled to any excess rental received by Landlord over and above charges that Tenant is obligated to pay hereunder, including monthly rental and additional rent ; if such rental received from such reletting during any month is less than those to be paid during the month by Tenant hereunder, including monthly rental and additional rent, Tenant shall pay any such deficiency to Landlord, which deficiency shall be calculated and paid monthly ; Tenant shall also pay Landlord as soon as ascertained and upon demand all costs and expenses incurred by Landlord in connection with such reletting and in making any alterations and repairs which are not covered by the rentals received from such reletting ; notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach . Tenant acknowledges that the Premises are to be used for commercial purposes, and Tenant expressly waives the protections and rights set forth in Official Code of Georgia Annotated Section 44 - 7 - 52. 16. ASSIGNMENT AND SUBLETTING . Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld, assign this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than the Tenant . Consent to any assignment or sublease shall not impair this provision and all later assignments or subleases shall be made likewise only on the prior written consent of Landlord . The assignee of Tenant, at the option of Landlord, shall become liable to Landlord for all obligations of Tenant hereunder, but no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder . Consent to any assignment or sublease shall nullify any lease options or first rights of refusal . 17. EMINENT DOMAIN . If all or any part of Premises or the land on which Building stands or any estate therein are taken by virtue of eminent domain or conveyed or leased in lieu of such taking, this Lease shall expire on the date when title shall vest, or the term of such lease shall commence, and any rent paid for any period beyond said date shall be repaid to Tenant . It is expressly agreed that the Tenant shall not have any right or claim of any award made to or received by the Landlord for such taking . The widening of streets abutting the land on which the Building stands shall not effect this Lease, provided no part of the Building is so taken . Nothing herein contained, however, shall preclude Tenant from claiming, proving and receiving from the condemning authority a separate award for the value of any of Tenant’s personal property taken which Tenant could have rightfully removed from the Premises hereunder and for relocation and moving expenses, so long as the Landlord’s award is not thereby reduced . 18. LANDLORD’S ENTRY OF PREMISES . Landlord may enter the Premises with prior notice, except in case of emergencies, at reasonable hours with prospective purchasers or tenants , or to inspect the Premises , or to make repairs required by Landlord under the terms hereof or repairs to adjoining space within the Building . 19. RELOCATION OF TENANT . Landlord reserves the right at its option and upon giving sixty ( 60 ) days written notice in advance to the Tenant to transfer and remove from the Premises any Tenant leasing 1 , 500 rentable square feet or less to any other available space of substantially equal size and area and equivalent rental in the Building . Landlord shall bear all reasonable cost and expense of said removal as well as the cost and expense of any renovations or alterations necessary to make the new space substantially conform in layout and appointment with the original Premises . If Landlord transfers Tenant to any such new space, this Lease shall remain in full force and effect and be deemed applicable to such new space, and such new space shall thereafter be the Premises as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto . 20. SUBORDINATION . Landlord may, from time to time, grant first lien deeds of trust, security deeds, mortgages or other first lien security interests covering its estate in the Building (each a “Mortgage”) . Tenant agrees that this Lease shall be subject and subordinate to each Mortgage, including any modifications, extensions, renewals thereof and advances thereunder from time to time in effect . The foregoing provisions shall be self operative, and no further instrument of subordination shall be required to make this Lease subject and subordinate to any Mortgage . Tenant shall, upon request, from time to time execute and deliver to Landlord or the holder of any Mortgage any instrument requested by Landlord or the holder of such Mortgage to evidence the subordination of this Lease to any such Mortgage . Tenant agrees to recognize and attorn to any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage, and be bound to such party under all the terms, covenants, and conditions of this Lease, for the balance of the Term of this Lease, including any extensions or renewals thereof, with the same force and effect as i f such party were the original Landlord under this Lease . Upon the request of Landlord, Tenant agrees to \n\n with possession of the Premises, and thereafter as necessary to assure that Landlord always has current certificates evidencing Office Lease Agreement (#003) Rev. 05/05 6 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 acceptable to Landlord. 21. ESTOPPEL CERTIFICATE . At any time and from time to time, Tenant shall execute, acknowledge, and deliver to Landlord and to such assignee, mortgagee or other party as may be designated by Landlord, a certificate (in a form to be specified by Landlord) stating : (i) that by such certificate the Lease is ratified ; (ii) the commencement date and the date on which Tenant entered into occupancy of the Premises ; (iii) the amount of the monthly portion of base rent and additional rent payable hereunder ; (iv) that the Lease (and any modifications) represents the entire agreement between the parties as to the Premises and is in full force and effect ; (v) the expiration date ; (vi) that, as of the date of the certificate, there are no defaults by Landlord or Tenant under the Lease ; (vii) the amount of base rent and security deposit which has been deposited with Landlord ; (viii) the month and year through which base rent and additional rent have been paid ; (ix) that no actions, voluntary or involuntary, are pending against Tenant under the bankruptcy laws of the United States or any State thereof ; (x) that the person executing the certificate is duly authorized to execute the same on behalf of Tenant, and that the certificate is and shall be binding on Tenant, its successors and assigns ; (xi) that Tenant has not requested any repairs or replacements to the Premises or any other part of the Project that are Landlord's responsibility under the Lease and that have not been completed ; and (xii) such other matters relating to the Lease as requested by Landlord . If Tenant fails to deliver such certificate to Landlord within ten ( 10 ) days after written request by Landlord, Tenant shall be deemed to have approved the contents of the certificate as submitted to Tenant by Landlord at the time of the written request therefore, and Landlord is hereby authorized to so certify . Tenant hereby expressly acknowledges and agrees that Landlord, any such assignee, mortgagee or other party shall be entitled to rely upon the certificate so certified by Landlord or any certificate delivered by Tenant hereunder . 22. INDEMNITY AND WAIVER OF CLAIMS . Except to the extent caused by the gross negligence or willful misconduct of Landlord or any of its trustees, members, principals, beneficiaries, partners, officers, directors, employees, lenders and agents (the “Landlord Related Parties”), Tenant hereby waives all claims against and releases Landlord and Landlord Related Parties from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord . Except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties or any of Tenant’s transferees, contractors or licensees . Except to the extent caused by the gross negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the common areas of the Building or the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties . 23. INSURANCE . Tenant shall maintain the following insurance (“Tenant’s Insurance”) : (a) Commercial General Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single limit of $ 2 , 000 , 000 . 00 ; (b) Property/Business Interruption Insurance written on an All Risk or Causes of Loss - Special Form, with coverage for broad form water damage including earthquake, sprinkler leakage, at replacement cost value and with a replacement cost endorsement covering all of Tenant’s business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises (“Tenant’s Property”) [and any Leasehold Improvements performed by or for the benefit of Tenant] ; (c) Workers’ Compensation Insurance in amounts required by Law ; and (d) Employers Liability Coverage of at least $ 1 , 000 , 000 . 00 per occurrence . Any company writing Tenant’s Insurance shall have an A . M . Best rating of not less than B+VIII . All Commercial General Liability Insurance policies shall name as additional insureds Landlord (or its successors and assignees), the managing agent for the Building (or any successor), any lender of Landlord and their respective members, principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Landlord and its successors as the interest of such designees shall appear . All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall endeavor to give Landlord and its designees at least 30 days’ advance written notice of any cancellation, termination, material change or lapse of insurance . Tenant shall provide Landlord with a certificate of insurance evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided \n\n Tenant’s Insurance . So long as the same is available at commercially reasonable rates, Landlord shall maintain so called All Risk or Causes of Loss - Special Form property insurance on the Building at [ not less than eighty percent ( 80 % )] replacement cost value as reasonably estimated by Landlord . 24. SUBROGATION . Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage with respect to Tenant’s Property, Leasehold Improvements, the Building, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance . 25. RIGHTS CUMULATIVE . All rights, powers and privileges conferred hereunder upon the parties hereto shall be cumulative and not restrictive of those given by law . 26. HOLDING OVER. If Tenant remains in possession of the Premises after expiration of the term hereof, with Landlord's acquiescence and without any express agreement of the parties, Tenant shall be a tenant at will at the monthly rental which i s in effect at the end of this Lease in accordance with Paragraph 3 above and there shall be no renewal of this Lease by operation of law . If Tenant remains in possession of the Premises after expiration of the term hereof without Landlord's acquiescence, Tenant shall be a tenant at sufferance and commencing on the date following the date of such expiration, the monthly rental payable under Paragraph 3 above shall for each month, or fraction thereof during which Tenant so remains in possession of the Premises, be 150 % of the monthly rental which is in effect at the end of this Lease in accordance with Paragraph 3 above and there shall be no renewal of this Lease by operation of law . 27. WAIVER OF RIGHTS . No failure of Landlord to exercise any power given Landlord hereunder or to insist upon strict compliance by Tenant of its obligations hereunder and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of Landlord’s right to demand exact compliance with the terms hereof . 28. SECTION TITLES . The section titles in this Lease are included for convenience only and shall not be taken into consideration in any construction or interpretation of this Lease or any of its provisions . 29. NOTICE . All notices required or permitted under this Lease shall be in writing and shall be personally delivered or sent by U . S . Certified Mail, return receipt requested, postage prepaid or a nationally recognized overnight courier with delivery tracking . Broker shall be copied with all required or permitted notices . Notices to Tenant shall be delivered or sent to the address shown below, except that upon Tenant's taking possession of the Premises, then the Premises shall be Tenant's address for notice purposes . Notices to Landlord and Broker shall be delivered or sent to the addresses hereinafter stated, to wit : Landlord: Tenant: Broker: Co - Broker: Coldwell Banker Commercial Metro Brokers 175 John W Morrow Jr Pkwy Office Lease Agreement (#003) Rev. 05/05 7 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 5775 Glenridge Drive Bldg. D, Suite #100 Atlanta, GA 30328 ATTN: Benjamin L. Choi Daia Group LLC 6985 BRIXTON PLACE, SUWANEE, GA 30024 ATTN: DAI CHOUL SHIN La Rosa Realty Georgia, LLC 3305 Bluffton Dr Gainesville, GA 30507 ATTN: Carmen Delgado La Rosa Realty Georgia, LLC \n\n Gainesville, GA 30501 ATTN: Carmen Delgado All notices shall be effective upon delivery. Any party may change his notice address upon written notice to the other parties. 30. DEFINITIONS . “Landlord” as used in this Lease shall include the undersigned, its heirs, representatives, assigns and successors in title to the Premises . “Tenant” shall include the undersigned and its heirs, representatives, and successors, and if this Lease is validly assigned or sublet, shall also include Tenant’s assigns or subtenants covered by such assignment or sublease . “Broker” and “Co - Broker” shall include the undersigned, their successors, assigns, heirs and representatives . “Landlord”, “Tenant”, “Broker”, and “Co - Broker” include male and female, singular and plural, corporation, partnership or individual, as may fit the particular parties . 31. ENTIRE AGREEMENT . This Lease contains the entire agreement of the parties hereto, and no representations, inducements, promises or agreements, oral or otherwise, between the parties, not embodied herein, shall be of any force or effect . No subsequent alteration, amendment, change or addition to this Lease, except as to changes or additions to the Rules and Regulations described in Paragraph 13 , shall be binding upon Landlord or Tenant unless reduced to writing and signed by Landlord and Tenant . 32. BROKER'S COMMISSION . Tenant represents and warrants to Landlord that except for Broker and Co - Broker (collectively “Brokers”), no broker, agent, commission salesman, or other person has represented Tenant in the negotiations for and procurement of this Lease and of the Premises and that no commission, fees or compensation of any kind are due and payable in connection herewith to any broker, agent, commission salesman, or other person . Tenant agrees to indemnify Landlord against and hold Landlord harmless from any and all claims, suits or judgments (including, without limitation, reasonable attorneys' fees and court costs incurred in connection with any such claims, suits or judgments or in connection with the enforcement of this indemnity) for any fees, commissions or compensation of any kind which arise out of or are in any way connected with any claimed agency relationship with Tenant, except with respect to Brokers . Tenant and Landlord acknowledge and agree that Brokers have rendered a valuable service by assisting in the creation of the landlord - tenant relationship hereunder . The commission to be paid in conjunction with the creation of the relationship by this Lease has been negotiated between Landlord and Brokers and Landlord hereby agrees to pay Brokers as compensation for Brokers’ services in procuring this Lease and creating the aforesaid landlord - tenant relationship □ X pursuant to a separate commission agreement, or □ as follows : vicinity of the Premises. Voluntary cancellation of this Lease shall not nullify Brokers’ right to collect the commission due for Office Lease Agreement (#003) Rev. 05/05 8 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 Brokers’ commission shall not apply to any “additional rental” as that term is used in this Lease . Any separate commission agreement is hereby incorporated as a part of this Lease by reference and any third party assuming the rights and obligations of Landlord under this lease shall be obligated to perform all of Landlord’s obligations to Brokers under said separate commission agreement . I f the Tenant becomes a tenant at will or at sufferance pursuant to Paragraph 26 above, or i f the term of this Lease is extended or i f this Lease is renewed or i f a new lease is entered into between Landlord and Tenant covering either the Premises or any part thereof, or covering any other premises as an expansion of, addition to, or substitution for the Premises, regardless of whether such premises are located adjacent to or in the vicinity of the Premises, Landlord, in consideration of Brokers’ having assisted in the creation of the landlord - tenant relationship, agrees to pay Brokers additional commissions as set forth above, i t being the intention of the parties that Brokers shall continue to be compensated so long as the parties hereto, their successors and/or assigns continue the relationship of landlord and tenant which initially resulted from the efforts of Brokers, whether relative to the Premises or any expansion thereof, or relative to any other premises leased by Landlord to Tenant from time to time, whether the rental therefore is paid under this Lease or otherwise . Brokers agree that, in the event Landlord sells the Premises, and upon Landlord’s furnishing Brokers with an agreement signed by the purchaser assuming Landlord’s obligations to Brokers under this Lease, Brokers will release the original Landlord from any further obligations to Brokers hereunder . I f the purchaser of the Premises does not agree in writing to assume Landlord’s obligations to Brokers under this Lease, Landlord shall remain obligated to pay Brokers the commissions described in this Paragraph 34 even after the expiration of the original term of this Lease i f the purchaser (A) extends the term of this Lease ; (B) renews this Lease ; or (C) enters into a new lease with Tenant covering either the Premises or any part thereof, or covering any other premises as an expansion of, addition to, or substitution for the Premises, regardless of whether such premises are located adjacent to or in the \n\n Office Lease Agreement (#003) Rev. 05/05 9 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 the remaining term of this Lease and the provisions contained herein above relative to additional commissions shall survive any cancellation or termination of this Lease . In the event that the Premises are condemned, or sold under threat of and in lieu of condemnation, Landlord shall, on the date of receipt by Landlord of the condemnation award or sale proceeds, pay to Brokers the commission, reduced to its present cash value at the existing legal rate of interest, which would otherwise be due to the end of the term contracted for under Paragraph 2 above . Limitation of Brokers’ Services and Disclaimer – Brokers are a party to this Lease for the purpose of enforcing their rights under this Paragraph . Tenant must look solely to Landlord as regards to all covenants, agreements and warranties herein contained, and Brokers shall never be liable to Tenant in regard to any matter which may arise by virtue of this Lease . It is understood and agreed that the commissions payable to Brokers under this Paragraph are compensation solely for Brokers’ services in assisting in the creation of the landlord - tenant relationship hereunder ; accordingly, Brokers are not obligated hereunder on account of payment of such commissions to furnish any management services for the Premises . 33 . ATTORNEY’S FEES . In the event that any action or proceeding is brought to enforce any term, covenant or condition of this Lease on the part of Landlord or Tenant, the prevailing party in such litigation shall be entitled to recover reasonable attorney’s fees to be fixed by the court in such action or proceeding, in an amount at least equal to fifteen percent of any damages due from the non - prevailing party . Furthermore, Landlord and Tenant agree to pay the attorney’s fees and expenses of (A) the other party to this Lease (either Landlord or Tenant) i f i t is made a party to litigation because of its being a party to this Lease and when i t has not engaged in any wrongful conduct itself, and (B) Broker, i f Broker is made a party to litigation because of its being a party to this Lease and when Broker has not engaged in any wrongful conduct itself . 34. LIMITATION ON BROKER’S SERVICES AND DISCLAIMER . Broker and Co - Broker are parties to this Lease for the purpose of enforcing their rights to receive a real estate commission . Tenant must look solely to Landlord as regards all covenants and agreements contained herein, and Broker and Co - Broker shall never be liable to Tenant in regard to any matter which may arise by virtue of this Lease . Landlord and Tenant acknowledge that the Atlanta Commercial Board of REALTORS, Inc . has furnished this Standard Office Lease form to its members as a service and that i t makes no representation or warranty as to the enforceability of this Standard Office Lease form or any paragraph thereof . 35. NO ESTATE IN LAND . This Lease shall create the relationship of landlord and tenant between the parties hereto . Tenant has only a usufruct not subject to levy and sale, and not assignable by Tenant except by Landlord’s consent . 36. TIME OF ESSENCE . Time is of the essence of this Lease . 37. EXCULPATION OF LANDLORD . Landlord’s obligations and liability to Tenant with respect to this Lease shall be limited solely to Landlord’s interest in the Building, and neither Landlord nor any joint ventures, partners, officers, directors, employees or shareholders of or in Landlord shall have any personal liability whatsoever with respect to this Lease . 38. CERTAIN ENVIRONMENTAL MATTERS . (A) Tenant shall not use, store, treat, discard or dispose of any hazardous substances in or about the Premises . For purposes of this Lease, hazardous substances shall mean and include those elements or compounds which are contained in the list of hazardous substances adopted by the Environmental Protection Agency (EPA) and the list of toxic pollutants designated by Congress or the EPA under any applicable environmental law or legislation ; as such lists may be supplemented, amended or newly enacted from time to time . To the extent that any of the applicable environmental laws of the State of Georgia establish a meaning for hazardous substances which is broader than that specified in any federal legislation or laws, such broader meaning shall apply . Applicable environmental law shall mean and include the collective aggregate of the following : any law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or body exercising similar functions) or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Premises pertaining to health or the environment . (B) The occupancy, operation and use of the Premises by Tenant shall not violate any applicable environmental laws, of any federal, state, local or other governmental authority . (C) Without limiting the generality of the above, Tenant represents that it is not the subject of any pending or, to the best of Tenant’s knowledge, threatened investigation or inquiry by any governmental authority, or subject to any remedial obligations under any applicable environmental laws, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 , as amended (CERCLA), the Resource Conservation and Recovery Act of 1987 , as amended, and any and all applicable state laws, and this representation and \n\n warranty would continue to be true and correct following disclosure to any applicable governmental authority of all relevant facts, conditions and circumstances pertaining to the Tenant . (D) Tenant represents that it is not required to obtain any permits, licenses or authorization to occupy, operate or use any portion of the Premises by reason of any applicable environmental laws . (E) Tenant represents that it has not received any notice from any governmental authority with respect to any violation of any applicable environmental laws . (F) Tenant shall not cause any violation of any applicable environmental laws, nor permit any sub - tenant of any portion of the Premises to cause such a violation, nor permit any environmental liens to be placed on any portion of the Building or the Premises . (G) Tenant shall give notice to Landlord immediately upon (i ) Tenant’s receipt of any notice from any governmental authority of a violation of any applicable environmental laws or upon acquiring knowledge of the receipt of any such notice by any sub - tenant of any portion of the Premises, and (ii ) acquiring knowledge of the presence of any hazardous substances on the Premises in a condition that is resulting or could reasonably be expected to result in any adverse environmental impact, with a full description thereof . Tenant shall promptly comply with all applicable environmental laws requiring the notice, removal, treatment, or disposal of such hazardous substances, caused by or within the control of Tenant and provide the Landlord with satisfactory evidence of such compliance . 39. FORCE MAJEURE . Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, theft, fire, public enemy, injunction, insurrection, court order, requisition or any other causes or any kind whatsoever which are beyond the control of Landlord . 40. SEVERABILITY . The terms, conditions, covenants and provisions of this Lease shall be deemed to be severable . I f any clause or provision herein contained shall be adjudged to be invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, i t shall not affect the validity of any other clause or provision herein, but such other clauses or provisions shall remain in full force and effect . 41. QUIET ENJOYMENT . If Tenant shall pay the rent herein and other amounts to be paid by Tenant to Landlord, and will faithfully keep, perform, and observe all of the covenants, agreements and conditions herein stipulated to be kept, performed and observed by Tenant, Tenant shall at all times during the term of the Lease have the peaceable and quiet enjoyment of the Premises without hindrance of Landlord or any person lawfully claiming under Landlord subject, however, to the terms of this Lease and any mortgage placed on the property of which the Premises are a part . 42. PURCHASE OF PROPERTY BY TENANT . In the event that Tenant acquires title to the property of which the Premises are a part, or any part thereof, or any premises as an expansion of, addition to or substitution for the Premises at any time during the term of this Lease, or any renewals thereof, or within six ( 6 ) months after the expiration of the term hereof or the extended term hereof, Landlord shall pay Broker a commission on the sale of the property in lieu of any further commission which otherwise would have been due under this Lease . Such commission, as negotiated between the parties, shall be six percent ( 6 % ) of the gross sales price, payable in full in cash at closing . The commission shall be paid in the following manner : 3 % to Coldwell Banker Commercial Metro Brokers / 3 % to La Rosa Realty Georgia, LLC 43. AGENCY DISCLOSURE . Pursuant to Regulation 520 - 1 . 06 of the Georgia Real Estate Commission’s Regulations and Georgia’s Brokerage Relationships in the Real Estate Transactions Act (“BRRETA”), O . C . G . A . Section 10 - 6 A - 1 et . seq . , Landlord and Tenant hereby acknowledge that Broker and Co - Broker, if any, make the following disclosures, checking all that apply : As to Broker : □ X (A) □ (B) Broker represents the only; or Broker represents both the Landlord and Tenant jointly and such dual agency is expressly consented to by the parties by their execution of a Dual Agency Disclosure and Consent Agreement. □ (C) Broker has assigned Broker’s affiliated license # to represent solely the Office Lease Agreement (#003) Rev. 05/05 10 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 Landlord n/a Landlord as its designated agent and has assigned Broker’s affiliated licensee # n/a \n\n Office Lease Agreement (#003) Rev. 05/05 11 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 to represent solely the Tenant as its designated agent ; or Broker represents neither the Landlord nor the Tenant, but rather is acting as a transactional broker pursuant to BRRETA. □ (D) As to Co - Broker: □ X (A) □ (B) Co - Broker represents the Tenant only; or Co - Broker represents both the Landlord and Tenant jointly and such dual agency is expressly consented to by the parties by their execution of a Dual Agency Disclosure and Consent Agreement. Co - Broker has assigned Broker’s affiliated license # n/a to represent solely the Landlord as its designated agent and has assigned Broker’s affiliated licensee # n/a to represent solely the Tenant as its designated agent ; or Co - Broker represents neither the Landlord nor the Tenant, but rather is acting as a transactional broker pursuant to BRRETA. □ (C) Neither Broker nor Co - Broker shall owe any duty to Landlord or Tenant greater than what is set forth in BRRETA, Official Code of Georgia Annotated Section 10 - 6 A - 1 et . seq . 44. NO OPTION. The submission of this Lease for examination does not constitute a reservation of or option for the Premises and this Lease shall become effective only upon execution and delivery of a fully executed Lease by Landlord. 45. ATLANTA COMMERCIAL BOARD OF REALTORS, INC. (“ACBR”) DISCLAIMER; WAIVER AND RELEASE OF CLAIMS . This “Disclaimer ; Waiver and Release of Claims” provision, without any changes, modifications, deletions or revisions, must be included in all ACBR Form documents that include any reference to ACBR . The parties hereto hereby acknowledge and agree that : (A) THIS DOCUMENT HAS IMPORTANT CONSEQUENCES, LEGAL, FINANCIAL AND OTHERWISE, AND ACBR HAS ADVISED THE PARTIES THAT THEY SHOULD EACH CONSULT WITH AN ATTORNEY OR OTHER PROFESSIONAL OF THEIR CHOICE WITH RESPECT TO THE TERMS OF, AND/OR THE COMPLETION, MODIFICATION AND/OR EXECUTION OF, THIS DOCUMENT ; (B) form documents by their nature are designed to be of general application, and may not be applicable to specific facts and circumstances, may not address a given party’s specific conditions or requirements and/or may not reflect the relative bargaining or negotiations of the parties, as such variables may arise on any given transaction ; (C) to avoid any possible misunderstanding or confusion as to the original form of this document and any revisions, modifications or changes to it, any and all revisions, modifications or changes to the original should be made readily apparent by highlighting, underscoring or other means to distinguish them from the original ACBR form ; (D) ACBR has made the original versions of this document and other document forms available to ACBR’s members as a service, but makes no representation or warranty, express or implied, as to the suitability or applicability of the terms and conditions of, or the enforceability of, this document or other document forms ; (E) ACBR document forms are updated by ACBR from time to time, and ACBR strongly recommends to the parties that they use the most current, updated versions of any such document forms ; and (F) by executing this document the parties hereto each hereby waive and release ACBR, its officers, directors, members, employees and agents, from any and all claims, demands and/or causes of action (whether known or unknown) arising out of, pertaining to or resulting directly or indirectly from the use of this form document . 46. SPECIAL STIPULATIONS. Special stipulations shall control if in conflict with any of the foregoing provisions of this Lease. - Signatures on Following Page - \n\n IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed, under seal, in their respective names and on their behalf by their duly authorized officials, the day and year indicated below. LANDLORD: Daia Group LLC By: (Seal) Name: Title: Phone: Date: TENANT: By : Name: Carmen Delgado / Camille Viera - Hewell Title : Phone : Date : BROKER: Coldwell Banker Commercial Metro Broker s By: (Seal) Name: Benjamin L. Choi Title: Agent Firm License #: Phone: Date: Agent Name(s): Benjamin L. Choi Agent License # (s): CO - BROKER: La Rosa Realty Georgia, LLC By: (Seal) Name: Title: Firm License #: Phone: Date: Agent Name(s): Agent License # (s): Add additional names & License #’s of other agents involved in connection with this transaction. Office Lease Agreement (#003) Rev. 05/05 12 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 La Rosa Realty Georgia, LLC Carmen Delgado \n\n Office Lease Agreement (#003) Rev. 05/05 13 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 RULES AND REGULATIONS (which are referred to in the Lease and made a part thereof) 1. The sidewalks, entry passages, corridors, halls, and stairways shall not be obstructed by tenants, or used by them for any purpose other than those of ingress and egress. 2. The water closet and other water apparatus, shall not be used for any other purpose than those for which they were constructed, and no sweepings, rubbish, or other obstructing substances shall be thrown therein. 3. No advertisement or other notice shall be inscribed, painted or affixed on any part of the outside or inside of the Building . Window shades, blinds or curtains of a uniform color and pattern only, as specified by Landlord, shall be used throughout the Building to give a uniform color exposure through exterior windows . No awnings shall be placed on Building . 4. No tenant shall do or permit to be done in the Building, or bring or keep anything thereon, which shall in any way obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with the laws relating to fires, or with the regulations of the Fire Department, or any part thereof, or conflict with any of the rules and ordinances of the Board of Health . Tenants, their invitees and employees shall maintain order in the Building, shall not make or permit any improper noise in the Building or interfere in any way with other tenants or those having business with them . No rooms shall be occupied or used as sleeping or lodging apartments at any time without permission of Landlord . No part of the Building shall be used or in any way appropriated for gambling, immoral or other unlawful practices . No intoxicating liquor or liquors shall be sold in the Building by Tenant without Landlord's permission . 5. Tenants shall not employ any persons other than the janitors of Landlord (who will be provided with pass - keys into the offices) for the purpose of cleaning or taking care of Premises. 6. No animals, birds, bicycles, or other vehicles shall be allowed into the offices, halls, corridors, or elsewhere in the Building. 7. All glass, locks and trimmings in or upon the doors and windows of the Building shall be kept whole, and when any part thereof shall be broken, the same shall immediately be replaced and put in order under direction and to the satisfaction of Landlord, or its broker, and shall be left whole and in good repair . Tenants shall not deface the Building, the woodwork or the walls of the Premises . 8. No additional locks or latches shall be put upon any door without the written consent of Landlord. Tenants at the termination of their Lease of the Premises shall return to Landlord all keys and security cards to doors in Building. 9. Landlord in all cases retains power to prescribe the weight and position of iron safes, files having excessive weight, or other heavy articles . Any damage done to the Building or to tenants or to other persons by taking a safe or other heavy article in or out of Premises, for overloading a floor, or in any other manner shall be paid for by Tenant causing such damage . 10. Parking facilities supplied by Landlord for Tenants shall be used for vehicles that may occupy a standard parking area only (i . e . 8 ' x 13 ') . Moreover, the use of such parking facilities shall be limited to normal business parking and shall not be used for a continuous parking of any vehicle or trailer regardless of size . 11. The Landlord shall not be responsible to any Tenant for the non - observance or violation of any of these Rules and Regulations by any other tenants. 12. Tenant shall not permit in the Premises any cooking or the use of any apparatus for the preparation of food nor the use of any electrical apparatus likely to cause an overload of electrical circuits, with the exception of a microwave oven, coffee machine and refrigerator . \n\n Office Lease Agreement (#003) Rev. 05/05 14 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2005 13. Tenant shall maintain no food or drink coin operating vending machines within the Premises or the Building without the written consent of Landlord ; such consent shall not preclude Landlord from charging Tenant for utility costs thereof . Tenant agrees that all personal property, including machines permitted by Landlord under this paragraph, brought into the Premises by Tenant, its employees, licensees and invitees shall be at the sole risk of Tenant and Landlord and shall not be liable for theft or of money deposited therein or for any damages thereto ; such theft or damage being the sole responsibility of Tenant . 14. All Tenants and occupants shall observe strict care not to leave their windows or doors open when it rains or snows, or while air - conditioning or heating systems are in operation, and for any fault or carelessness in any of these respects, shall indemnify other tenants for any injury sustained by other Tenants, and to Landlord for damage to paint, plastering or other parts of the Building, resulting from such default or carelessness . 15. Landlord may waive one or more of these Rules and Regulations for the benefit of any particular tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing such Rules and Regulations against any or all of the other tenants of the building . 16. These Rules and Regulations are supplemental to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of any premises in the Building. \n\n \"A\" \n\n ATLANTA COMMERCIAL BOARD OF REALTORS ® , INC. EXHIBIT Special Stipulations (#026) Rev. 09/04 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2004 \"B\" SPECIAL STIPULATIONS 1. Tenant understands there is one meter for water, gas, and electricity for the entire Building. Tenant shall pay its pro - rata share of electricity, gas, and water. The Tenant is responsible for paying all utilities within its Premises. 2. The HVAC unit(s) must be maintained by Tenant and Tenant must hire a qualified specialist(s) to perform it's biannual(twice a year)inspections, servicing, and maintenance work. 3. In the event that Tenant breaches the LEASE, in addition to the remedies already outlined on this LEASE agreement, Landlord permanently retains the security deposit and any additional deposits or payments or pre - payments made by Tenant. 4. At the time of the Lease signing, the Tenant shall pay the first full month rent ($4,000.00), last month's rent ($4,243.60), and a security deposit equal to one full month's rent ($4,000.00). The amount due at the Lease signing is $12,243.60 in CERTIFIED CHECK payable to Daia Group LLC. 5. The Landlord shall waive June 2021 rent (1 - month rent waived). 6. The Landlord shall grant a first - right - of - refusal for the Tenant to purchase the Property by providing a 14 - day calendar notice. 7. The Tenant understands the Building is for sale. And as such, the Tenant shall accommodate the Landlord with building tours including access to the Premises during reasonable business hours. 8. La Rosa Realty Georgia, LLC will be paid a leasing commission amount equal to one month's rent. 9. The Landlord shall allow the Tenant to paint all interior baseboards, all interior doors, and all interior door frames to white color in the Premises. See an example depiction in Exhibit C. 10. The Landlord shall allow early access to Tenant in the approximately 3,000 +/ - SF of unoccupied space on the first floor as depicted in Exhibit D during the remainder of the month in April 2021. The early access period shall be used for the Tenant to set up the currently vacant section of the first floor, paint trims as delineated in Paragraph #9 (Exhibit B), and cleaning. All terms of the Lease as delineated in the Lease Agreement shall apply during the early access period. Tenant must furnish Insurance Certificate, as delinated in Section 23, effectively covering the early access period and the rest of the Lease prior to receiving access to the Premises. \n\n \"C\" \n\n \"D\" 1. Accessible area by Tenant during early access period during the remainder of the month in April 2021. \n\n ATLANTA COMMERCIAL BOARD OF REALTORS ® , INC. EXHIBIT \"E\" SPECIAL STIPULATIONS Special Stipulations (#026) Rev. 09/04 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2004 - The rent is based on the designated area based on the mutual agreement between the landlord and the tenant. All parties are aware that square footage numbers used herein are approximate figures and are not specifically used for figuring rental or purchase amounts. - All measurements are only approximate estimates; thus shall not be relied upon as accurate. The lessee(s) needs to confirm any information pertaining to the square footage of the space independently if such information is important to the lessee. By signing this lease agreement, the lessee agrees that the landlord and Coldwell Banker Commercial Metro Brokers and its affiliated real estate agents cannot guarantee any of the measurements. Also by signing this lease agreement, the lessee(s) agree to hold the landlord, Coldwell Banker Commercial Metro Brokers, and its real estate agents harmless from any losses that are suffered by the lessee(s), including but not limited to, past, present, and future monetary and emotional sufferings, due to the payments made over incorrectly measured spaces. - All information above has been obtained from sources believed reliable. No warranty or representation, expressed or implied, is made by Coldwell Banker Commercial Metro Brokers or its real estate agents as to the accuracy of information contained herein. It is the responsibility of each lessee, purchaser, and property owner to independently confirm its accuracy and completeness of this lease agreement. Coldwell Banker Commercial Metro Brokers and its affiliated agents are no way responsible for any errors or omissions, whether preprinted, written, or typed, on this lease agreement. - By agreeing to use this legal document, all parties involved in this transaction agrees to hold Coldwell Banker Commercial Metro Brokers and its real estate agents harmless from any damages arising from this transaction. - By executing this document, the parties hereto each hereby waive and release Coldwell Banker Commercial Metro Brokers, and all of its affiliated agents and members, from any and all claims, demands and/or causes of action(whether known or unknown)arising out of, pertaining to or resulting directly or indirectly from the use of this form document. \n\n ATLANTA COMMERCIAL BOARD OF REALTORS ® , INC. LEASE GUARANTY THIS GUARANTY AGREEMENT is made in reference to the Lease dated 4 / 6 / 2021 , (the “Lease”) by and between Daia Group LLC (“Landlord”) and La Rosa Realty Georgia, LLC (“Tenant”), demising certain space located at 5855 Medlock Bridge Parkway, Alpharetta, GA 30022 , Fulton County, State of Georgia, all as more particularly described in the Lease . 1. In consideration of, and as an inducement to the execution of the Lease by Landlord, the undersigned (hereinafter referred to as “Guarantor”), intending to be legally bound, hereby unconditionally guarantees, jointly and severally, the prompt and faithful performance by Tenant of the Lease and all the terms, covenants and conditions thereof including, but not limited to, the payment by Tenant of the rental and all other sums to become due thereunder . 2. Guarantor agrees that ( 1 ) this obligation shall be binding upon Guarantor without any further notice or acceptance hereof, but the same shall be deemed to have been accepted by the execution of the Lease ; ( 2 ) upon each and every default by Tenant, without any notice to or demand upon Guarantor and without Landlord’s first or contemporaneously suing or seeking any other remedy arising and accruing in favor of Landlord, either pursuant to the provisions of the Lease or otherwise, Guarantor will pay to Landlord all rentals and other sums due and payable under the Lease and will comply with and perform all terms, covenants and conditions of the Lease which shall be binding upon said Tenant as provided in the Lease ; ( 3 ) no extension, forbearance, or leniency extended by Landlord to Tenant shall discharge Guarantor, and Guarantor agrees at all times it will be liable notwithstanding same and notwithstanding the fact that Guarantor has had no notice of any default or of any said forbearance or extension ; ( 4 ) Landlord and Tenant, without notice to or consent by Guarantor, may at any time or times enter into such modifications, extensions, amendments or other covenants respecting the Lease, and Guarantor shall not be released thereby, it being intended that Guarantor shall continue as Guarantor with respect to the Lease as so modified, extended, amended or otherwise affected ; ( 5 ) neither Guarantor’s obligations to make payment in accordance with the terms of this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed, released or limited in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of Tenant or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the U . S . Bankruptcy Code or other statute, or from the decision of any court, and ( 6 ) this Guaranty shall be enforceable by Landlord in an action against Guarantor without the necessity of any suit, action or proceeding by Landlord of any kind or nature whatsoever against Tenant, without the necessity of any notice to Guarantor of Tenant’s default or breach under the Lease, and without the necessity of any other notice or demand to Guarantor to which Guarantor might otherwise be entitled, all of which notice Guarantor hereby expressly waives . 3. Guarantor further agrees to be bound by each and every covenant, obligation, power and authorization, without limitation, in the Lease, with the same force and effect as if Guarantor were designated in and had executed the Lease as Tenant thereunder . 4. In the event that other agreements similar to this Guaranty are executed from time to time by other entities or persons with respect to the Lease, the Agreement shall be cumulative of any such other agreements to the effect that the liabilities and obligations of Guarantor hereunder shall be joint and several with those of each other guarantor, and the liabilities and obligations of Guarantor hereunder shall in no event be affected or diminished by reason or any such other agreement . 5. All of Landlord’s rights and remedies under the Lease or under this Guaranty are intended to be distinct, separate and cumulative and no such right and remedy therein or herein is intended to be the exclusion of or a waiver of any other . 6. Guarantor hereby waives (A) notice of acceptance of this Guaranty (B) demand of payment, presentation and protest, (C) all right to assert or plead any statute of limitations as to or relating to this Guaranty and the Lease, (D) any right to require the Landlord to proceed against the Tenant or any other Guarantor or any other person or entity liable to Landlord, including without limitation the provisions of Official Code of Georgia Annotated Section 10 - 7 - 24 (Michie 1982 , as amended), (E) any right to require Landlord to apply to any default, any security deposit or other security it may hold under the Lease, (F) any right to require Landlord to proceed under any other remedy Landlord may have before proceeding against Guarantor, (G) any right Lease Guaranty (#010) Rev. 11/08 1 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2008 \n\n of subrogation, (H) any right to legal or equitable discharge of this Guaranty, including, without limitation, a discharge based on an increase in risk to the Guarantor, and (I) trial by jury. 7. Landlord may, without notice, assign this Guaranty in whole or in part, or may assign all of its interests in and to the Lease, and, in such event, each and every successive assignee of the Lease or of the Guaranty shall have the right to enforce this Guaranty, by suit or otherwise, for the benefit of such assignee as fully as if such assignee were named herein . Guarantor shall not assign or delegate Guarantor’s obligations under this Guaranty nor shall any assignment of the Lease by Tenant release Guarantor of its obligations hereunder . 8. This Guaranty, all acts and transactions hereunder and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Georgia . As part of the consideration for Landlord’s entering into the Lease which this Guaranty is a part, the Guarantor hereby agrees that all actions or proceedings arising directly or indirectly hereunder may, at the option of Landlord, be litigated in courts having situs with the State of Georgia, and the Guarantor hereby expressly consents to the jurisdiction of any such local, state or federal court, and consents that any service of process in such action or proceeding may be made by personal service upon the Guarantor wherever the Guarantor may then be located, or by certified or registered mail directed to such Guarantor at the address indicated below . Time is of the essence of this Guaranty . This Guaranty contains the entire agreement between Guarantor and Landlord relating to the guarantying of the Lease by Guarantor and supersedes entirely any and all prior written or oral agreements with respect thereto ; and Guarantor and Landlord acknowledge that there are no contemporaneous oral agreements with respect to the subject matter hereof . Notices under or pursuant to this Guaranty shall be given either by United States Postal Service certified mail return receipt requested, or by receipted same - day or overnight private courier service (e . g . Federal Express or similar carrier), to the Guarantor at the address specified herein or to their last address specified by at least fifteen ( 15 ) days’ prior written notice to the Landlord to the notice address set forth in the Lease . Notices shall be deemed effective on the date of delivery, refusal to accept delivery or inability to deliver, as evidenced by return receipt or by records or the courier service . 9. Notwithstanding anything to the contrary herein, Guarantor’s liability hereunder shall be limited to : . 10. ATLANTA COMMERCIAL BOARD OF REALTORS, INC . (“ACBR”) DISCLAIMER ; WAIVER AND RELEASE OF CLAIMS . THIS “DISCLAIMER ; WAIVER AND RELEASE OF CLAIMS” PROVISION, WITHOUT ANY CHANGES, MODIFICATIONS, DELETIONS OR REVISIONS, MUST BE INCLUDED IN ALL ATLANTA COMMERCIAL BOARD OF REALTORS, INC . FORM DOCUMENTS THAT INCLUDE ANY REFERENCE TO “ACBR” . THE USER HEREBY ACKNOWLEDGES AND AGREES THAT : (A) THE FORMS CREATED ON THIS WEBSITE HAVE IMPORTANT CONSEQUENCES, LEGAL, FINANCIAL AND OTHERWISE, THE USER SHOULD CONSULT AN ATTORNEY OR OTHER PROFESSIONAL OF HIS/HER CHOICE WITH RESPECT TO THE TERMS OF AND/OR THE COMPLETION, MODIFICATION AND/OR EXECUTION OF, ANY ACBR FORM CREATED IN CONNECTION WITH THIS WEBSITE ; (B) FORM DOCUMENTS BY THEIR NATURE ARE DESIGNED TO BE OF GENERAL APPLICATION, AND MAY NOT BE APPLICABLE TO SPECIFIC FACTS AND CIRCUMSTANCES, MAY NOT ADDRESS A GIVEN PARTY’S SPECIFIC CONDITIONS OR REQUIREMENTS AND/OR MAY NOT REFLECT THE RELATIVE BARGAINING OR NEGOTIATIONS OF THE PARTIES, AS SUCH VARIABLES MAY ARISE ON ANY GIVEN TRANSACTION ; (C) TO AVOID ANY POSSIBLE MISUNDERSTANDING OR CONFUSION AS TO THE ORIGINAL FORM PROVIDED ON THIS WEBSITE AND ANY REVISIONS, MODIFICATIONS OR CHANGES TO IT, ANY AND ALL REVISIONS, MODIFICATIONS OR CHANGES TO THE ACBR FORM SHOULD BE MADE READILY APPARENT BY HIGHLIGHTING, UNDERSCORING OR OTHER MEANS TO DISTINGUISH THEM FROM THE ORIGINAL ACBR FORM ; (D) ACBR HAS MADE THE ORIGINAL VERSIONS OF THIS DOCUMENT AND OTHER DOCUMENT FORMS AVAILABLE TO ACBR’S MEMBERS AS A SERVICE, BUT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY OR APPLICABILITY OF THE TERMS AND CONDITIONS OF, OR THE ENFORCEABILITY OF, THIS Lease Guaranty (#010) Rev. 11/08 2 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2008 \n\n DOCUMENT OR OTHER DOCUMENT FORMS ; (E) ACBR DOCUMENT FORMS ARE UPDATED BY ACBR FROM TIME TO TIME, AND ACBR STRONGLY RECOMMENDS TO THE USER THAT HE OR SHE USE THE MOST CURRENT, UPDATED VERSIONS OF ANY SUCH DOCUMENT FORMS ; AND (F) BY CLICKING ON “I UNDERSTAND”, THE USER HEREBY WAIVES AND RELEASES ACBR, ITS OFFICERS, DIRECTORS, MEMBERS, REPRESENTATIVES, EMPLOYEES AND AGENTS, FROM ANY AND ALL CLAIMS, DEMANDS AND/OR CAUSES OF ACTION (WHETHER KNOWN OR UNKNOWN) ARISING OUT OF, PERTAINING TO OR RESULTING DIRECTLY OR INDIRECTLY FROM THE USE OF ANY ACBR FORM DOCUMENT . ANY MODIFICATION, REMOVAL, ALTERATION OR DELETION OF THE DISCLAIMER PARAGRAPH IN ANY ACBR FORM DOCUMENT SHALL NOT SERVE TO INCREASE OR ATTACH ANY LIABILITY OF ACBR . IN WITNESS WHEREOF, each Guarantor hereto, intending to be legally bound, has caused this Guaranty to be executed under seal, the day and year set forth below GUARANTOR: By: (Seal) Name: Title: Address: Phone: SSN or FEIN: Date: GUARANTOR: By: (Seal) - T - it l - e: - Name: Camille Viera - He well Address: Phone: SSN or FEIN: Date: Lease Guaranty (#010) Rev. 11/08 3 Copyright © Atlanta Commercial Board of REALTORS, Inc. 2008 Carmen Delgado",
"📄 REAL: Office lease amendment — Boston (SEC EX-10.2, 2025)": "EX-10.2\n 3\n exhibit102-116huntingtonxb.htm\n EX-10.2\n\n Document \n Execution Version \n\n SECOND AMENDMENT TO OFFICE LEASE AGREEMENT \n THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this \" Amendment \") is made as of June 3, 2025 (the “ Effective Date ”), by and between COLUMBIA REIT – 116 HUNTINGTON, LLC , a Delaware limited liability company (\" Landlord \"), and BICARA THERAPEUTICS INC. , a Delaware corporation (\" Tenant \"). \n\n RECITALS \n R-1. Landlord and Tenant entered into that certain Office Lease Agreement dated as of August 16, 2023 (the “ Original Lease ”). The Original Lease was amended pursuant to that certain First Amendment to Office Lease Agreement dated September 24, 2024 (the “ First Amendment ”). The Original Lease and the First Amendment are collectively referred to as the “ Existing Lease .” Pursuant to the Existing Lease, Landlord is leasing to Tenant and Tenant is leasing from Landlord certain office space (the \" Premises \") deemed to contain 9,361 square feet of rentable area located on a portion of the seventh (7 th ) floor of the Building. The Building is located at 116 Huntington Avenue, Boston, Massachusetts 02116. \n R-2. The Lease Term is currently scheduled to expire on February 28, 2026. \n R-3. Landlord and Tenant desire to amend the Lease to, among other things, (i) extend the Lease Term with respect to the entire Premises for the period (the “ New Term ”) commencing on March 1, 2026 (the “ New Term Commencement Date ”) and ending on June 30, 2027 (the “ Revised Expiration Date ”), and (ii) otherwise amend the Lease; all subject to and in accordance with the terms and conditions set forth in this Amendment. \n R-4. “ Lease ,” as used herein, shall be deemed to refer to the Existing Lease as amended by this Amendment. Except as otherwise defined in this Amendment, all capitalized terms and phrases used in this Amendment that are defined in the Lease shall have the same meaning as set forth in the Lease. In the event of any conflict between the Lease and this Amendment, the terms of this Amendment shall control. \n COVENANTS \n NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash in hand paid, the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: \n 1. Recitals . The foregoing Recitals are true and correct and are incorporated herein by this reference: \n 2. Lease Term . Notwithstanding anything in the Lease to the contrary, the Lease Term is extended for the New Term in accordance with the terms and conditions set forth in this Amendment. Unless otherwise terminated sooner in accordance with the terms of the Lease, the Lease Term shall expire on the Revised Expiration Date. Landlord acknowledges that Tenant has one Renewal Term per the terms and conditions defined in Section 6 of the First Amendment (the “ Renewal Term ”) and all references in Paragraph 6 of the First Amendment to the Expiration Date shall be deemed to refer to the Revised Expiration Date. Tenant acknowledges that the Lease contains no further right or option whatsoever for Tenant to expand the Premises. Tenant shall continue to pay all amounts which accrue under the Lease through the day prior to the New Term Commencement Date as and when due pursuant to the terms of the Lease, and \n\n Tenant shall remain liable to Landlord for all liabilities of Tenant accruing under the Lease through the day prior to the New Term Commencement Date. \n 3. \n 4. Monetary Provisions . \n (a) Base Rent . The Base Rent payable with respect to the Premises during the New Term shall be as follows: \n\n Base Rent payable for the Existing Premises (as defined in the First Amendment) \n Start Date End Date \n\n Rate Per Rentable Square Foot \n Annually* Monthly \n March 1, 2026 February 28, 2027 $74.29 $342,996.96 $28,583.08 \n March 1, 2027 June 30, 2027 $75.77 $349,830.12 $29,152.51 \n Base Rent payable for the Expansion Space (as defined in the First Amendment) \n Start Date End Date \n\n Rate Per Rentable Square Foot \n Annually* Monthly \n March 1, 2026 February 28, 2027 $65.28 $309,688.32 $25,807.36 \n March 1, 2027 June 30, 2027 $66.59 $315,903.00 $26,325.25 \n *Based on twelve (12) calendar months. \n\n (b) Additional Rent . During the New Term Tenant shall continue to pay all items of additional rent in accordance with the terms of the Lease including, but not limited to, Tenant's Proportionate Share of excess Operating Charges and excess Real Estate Taxes. \n 5. Condition . The Premises is being leased “AS IS” and “WITH ALL FAULTS,” and Landlord makes no representation or warranty of any kind, expressed or implied, with respect to the condition of the Premises (including habitability, suitability, or fitness for a particular purpose). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, LANDLORD HEREBY DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Landlord is under no obligation to make any Alterations, repairs, or the like in or to the Premises, the Building, or any systems serving the same on account of this Amendment. \n\n 6. Security Deposit . Landlord is currently holding a Security Deposit in the amount of $125,301.33 and the same shall continue to be held by Landlord through the Revised Expiration Date in accordance with all terms and conditions of the Lease. \n 7. Brokerage . Landlord and Tenant each warrant to the other that in connection with this Amendment it has not employed or dealt with any broker, agent, or finder, other than Jone Lang LaSalle (the “ Landlord’s Broker ”) and Cushman & Wakefield (“ Tenant’s Broker ”). \n     2     \n\n Landlord’s Broker and Tenant’s Broker are collectively referred to as the “ Broker .” It is understood that Landlord shall pay Landlord's Broker and Tenant's Broker pursuant to separate agreements between Landlord and the Brokers. Tenant shall indemnify and hold Landlord harmless from and against any claim for brokerage or other commissions asserted by any broker, agent or finder employed by Tenant or with whom Tenant has dealt, other than the Brokers. Landlord shall indemnify and hold Tenant harmless from and against any claim for brokerage or other commissions asserted by Landlord's Broker and Tenant's Broker and any other broker, agent or finder employed by Landlord or with whom Landlord has dealt. Tenant's and Landlord's indemnities set forth in this Section shall survive the expiration or earlier termination of the Lease Term. \n 8. Ratification . Except as otherwise expressly modified by the terms of this Amendment, the Lease shall remain unchanged and continue in full force and effect. All terms, covenants and conditions of the Lease not expressly modified herein are hereby confirmed and ratified and remain in full force and effect, and as further amended hereby, constitute valid and binding obligations of Tenant enforceable according to the terms thereof. Nothing contained herein shall be deemed to waive any sums due from Tenant to Landlord or from Landlord to Tenant. Tenant represents, warrants and covenants that: (i) Landlord is not in default of any of its obligations under the Lease and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by Landlord thereunder and (ii) as of the date hereof, Tenant has no claim of offsets, setoffs, rebates, concessions or defenses against or with respect to the payment of Base Rent, additional rent, or any other sums payable under the Lease or of its obligations under the Lease. \n 9. Authority . Tenant and the person executing and delivering this Amendment on Tenant’s behalf each represents and warrants that such person is duly authorized to so act; that Tenant is duly organized, is qualified to do business in the jurisdiction in which the Building is located, is in good standing under the Laws of Delaware and the Laws of the jurisdiction in which the Building is located, and has the power and authority to enter into this Amendment, and that all action required to authorize Tenant and such person to enter into this Amendment has been duly taken. \n 10. Binding Effect . This Amendment shall not be effective and binding unless and until fully executed and delivered by each of the parties hereto. \n 11. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute one and the same Amendment. Signatures transmitted by facsimile machine, electronically or signatures transmitted via e-mail in a “PDF,” DocuSign, or other similar format may be used in place of original signatures on this Amendment. Each party intends to be bound by such party’s facsimile, “PDF,” DocuSign, or other electronic signature on this Amendment, is aware that the other parties are relying on such party’s facsimile or “PDF” format or DocuSign or other electronic signature, and hereby waives any defenses to the enforcement of this Amendment based upon the form of signature. \n 12. Entire Agreement . This Amendment contains and embodies the entire agreement of the parties hereto with respect to the amendment of the Lease, and supersedes and revokes all negotiations, arrangements, letters of intent, representations, inducements, or other agreements, oral or in writing. No representations, inducements, or agreements, oral or in writing, between the parties not contained in this Amendment shall be of any force or effect. If any part of this Amendment is illegal or unenforceable, such part or parts of this Amendment shall be of no force or effect, and this Amendment shall be treated as if such part or parts had not been inserted. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors or assigns; provided however, the foregoing shall not be deemed to amend the assignment and subletting \n     3     \n\n provisions in the Lease. Landlord and Tenant each hereby covenant and agree that each provision of this Amendment has been jointly and mutually negotiated and authorized by both Landlord and Tenant, and in the event of any dispute arising out of any provision of this Amendment, Landlord and Tenant do hereby waive any claim of authorship against the other party. \n 13. Sublease and Consent to Sublease . On or about the Effective Date, Tenant is entering into a sublease agreement with J .W. CHILDS ASSOCIATES, L.P. , a Delaware limited partnership (“ JW ”) for space in the Building and a Prime Landlord’s Consent to such sublease with JW and Landlord (such documents being collectively referred to as the “ Sublease Documents ”). Tenant acknowledges and agrees that Tenant’s failure to comply with the terms and conditions of the Sublease Documents constitutes an Event of Default under the Lease. \n\n [Signature page follows] \n     4     \n\n IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be executed under seal as of the Effective Date. \n\n LANDLORD : \n\n COLUMBIA REIT – 116 HUNTINGTON, LLC , a Delaware limited liability company \n\n By:    Chaperone Portfolio Mezz B LLC, \n a Delaware limited liability company, its sole member \n\n By:    Columbia Property Trust Operating Partnership, L.P., \n a Delaware limited partnership, its sole member \n\n     By:    Columbia Property Trust, Inc., \n             a Maryland corporation, its general partner \n\n             By:     /s/ Maria Blake                 \n\n Name:     Maria Blake                 \n\n Title:     Vice President                 \n\n TENANT : \n\n BICARA THERAPEUTICS INC. , a Delaware corporation \n\n By: /s/ Ryan Cohlhepp [SEAL] \n\n Name: Ryan Cohlhepp \n\n Title: President and COO \n      [SIGNATURE PAGE TO SECOND AMENDMENT TO OFFICE LEASE AGREEMENT - BICARA]",
"📄 REAL: Office lease — Addison TX (SEC EX-10.31, first 80k)": "EX-10.31\n 3\n carg-ex10_31.htm\n EX-10.31\n\n EX-10.31 \n\n Exhibit 10.31 \n\n ADDISON CIRCLE ONE \n\n OFFICE LEASE AGREEMENT \n\n BETWEEN \n\n FSP ADDISON CIRCLE LIMITED PARTNERSHIP, \n\n a Texas limited partnership \n\n as \n\n LANDLORD \n\n and \n\n CAROFFER, LLC, \n\n a Delaware limited liability company \n\n as \n\n TENANT \n\n Premises: \n\n Suite 800 \n\n 15601 Dallas Parkway \n\n Addison, Texas \n\n TABLE OF CONTENTS \n\n Page No. \n\n 1. \n\n Definitions \n\n 3 \n\n 2. \n\n Lease Grant \n\n 7 \n\n 3. \n\n Lease Term; Acceptance of Premises \n\n 7 \n\n 4. \n\n Use \n\n 7 \n\n 5. \n\n Payment of Base Rental \n\n 7 \n\n 6. \n\n Electricity Costs; Basic Operating Costs; Taxes \n\n 8 \n\n 7. \n\n Late Payments; Dishonored Checks \n\n 15 \n\n 8. \n\n Security Deposit \n\n 15 \n\n 9. \n\n Services to be Furnished by Landlord \n\n 16 \n\n 10. \n\n Graphics; Signage \n\n 18 \n\n 11. \n\n Telecommunications \n\n 19 \n\n 12. \n\n Repair and Maintenance by Landlord \n\n 20 \n\n 13. \n\n Maintenance by Tenant \n\n 20 \n\n 14. \n\n Repairs by Tenant \n\n 20 \n\n 15. \n\n Alterations, Additions, Improvements \n\n 21 \n\n 16. \n\n Laws and Regulations; Disability Laws; Building Rules and Regulations \n\n 22 \n\n 17. \n\n Entry by Landlord \n\n 25 \n\n 18. \n\n Assignment and Subletting. \n\n 25 \n\n 19. \n\n Mechanic's Liens \n\n 28 \n\n 20. \n\n Property Insurance \n\n 28 \n\n 21. \n\n Liability Insurance \n\n 29 \n\n 22. \n\n Indemnity \n\n 29 \n\n 23. \n\n Waiver of Subrogation Rights \n\n 30 \n\n 24. \n\n Casualty Damage \n\n 31 \n\n 25. \n\n Condemnation \n\n 32 \n\n 26. \n\n Damages from Certain Causes \n\n 32 \n\n 27. \n\n Default by Tenant \n\n 33 \n\n 28. \n\n Default by Landlord \n\n 35 \n\n 29. \n\n Quiet Enjoyment \n\n 35 \n\n 30. \n\n Intentionally Deleted \n\n 35 \n\n 31. \n\n Holding Over \n\n 35 \n\n 32. \n\n Change of Building Name or Common Areas \n\n 36 \n\n 33. \n\n Subordination to Mortgage; Estoppel Agreement \n\n 36 \n\n 34. \n\n Waiver of Landlord's Lien \n\n 37 \n\n 35. \n\n Attorney's Fees \n\n 37 \n\n 36. \n\n No Implied Waiver \n\n 37 \n\n 37. \n\n Independent Obligations \n\n 38 \n\n 38. \n\n Recourse Limitation \n\n 38 \n\n 39. \n\n Notices \n\n 38 \n\n 40. \n\n Severability \n\n 38 \n\n 41. \n\n Recordation \n\n 38 \n\n 42. \n\n Governing Law \n\n 38 \n\n i \n\n 43. \n\n Force Majeure \n\n 38 \n\n 44. \n\n Time of Performance \n\n 38 \n\n 45. \n\n Transfers by Landlord \n\n 39 \n\n 46. \n\n Commissions \n\n 39 \n\n 47. \n\n Effect of Delivery of This Lease \n\n 39 \n\n 48. \n\n Waiver of Warranties and Acceptance of Condition \n\n 39 \n\n 49. \n\n Merger of Estates \n\n 40 \n\n 50. \n\n Survival of Indemnities and Covenants \n\n 40 \n\n 51. \n\n Headings \n\n 40 \n\n 52. \n\n Entire Agreement; Amendments \n\n 40 \n\n 53. \n\n Exhibits \n\n 40 \n\n 54. \n\n Joint and Several Liability \n\n 41 \n\n 55. \n\n Multiple Counterparts \n\n 41 \n\n 56. \n\n OFAC and Anti-Money Laundering Compliance Certifications \n\n 41 \n\n 57. \n\n Financial Statements \n\n 41 \n\n 58. \n\n Tenant's Standing and Authority \n\n 42 \n\n 59. \n\n Conference Center \n\n 42 \n\n 60. \n\n Guaranty \n\n 42 \n\n ii \n\n ADDISON CIRCLE ONE \n\n OFFICE LEASE AGREEMENT \n\n THIS OFFICE LEASE AGREEMENT (\" Lease \") is executed effective as of April 28, 2022 (the \" Effective Date \"), between FSP ADDISON CIRCLE LIMITED PARTNERSHIP, a Texas limited partnership (\" Landlord \"), and CAROFFER, LLC, a Delaware limited liability company (\" Tenant \"). \n\n W I T N E S S E T H: \n\n 1. Definitions . As used in this Lease, the following terms will have the meanings set forth below: \n\n (a) \" Additional Rent \" means (i) Tenant's Allocated Share (as defined in Section 6(a) ) of the costs of electricity consumed on each floor of the Building of which the Premises is a part (each, a \" Building Floor \"), plus (ii) Tenant's Share of costs of all electricity used in the Common Areas of the Building and Complex (in each case, as provided in Section 6(a) ), plus (iii) Tenant's Share of Basic Operating Costs (as provided in Section 6(b) ). \n\n (b) \" Allocated Share \" has the meaning assigned to such term in Section 6 . \n\n (c) \" Base Rental \" means the following: \n\n Lease \n Months \n\n Annual Base \n Rental Rate \n Per RSF \n\n Annual \n Base Rental \n\n Monthly \n Installment \n\n Other* \n\n Months 1-3 \n\n $0.00 \n\n $0.00 \n\n $0.00 \n\n + electric \n\n Months 4-6 \n\n $0.00 \n\n $0.00 \n\n $0.00 \n\n + electric/NNN \n\n Months 7-14 \n\n $23.75 \n\n $734,183.75 \n\n $61,181.98 \n\n + electric/NNN \n\n Months 15-26 \n\n $24.50 \n\n $757,368.50 \n\n $63,114.04 \n\n + electric/NNN \n\n Months 27-38 \n\n $25.25 \n\n $780,553.25 \n\n $65,046.10 \n\n + electric/NNN \n\n Months 39-50 \n\n $26.00 \n\n $803,738.00 \n\n $66,978.17 \n\n + electric/NNN \n\n Months 51-62 \n\n $26.75 \n\n $826,922.75 \n\n $68,910.23 \n\n + electric/NNN \n\n Months 63-74 \n\n $27.50 \n\n $850,107.50 \n\n $70,842.29 \n\n + electric/NNN \n\n Months 75-86 \n\n $28.25 \n\n $873,292.25 \n\n $72,774.35 \n\n + electric/NNN \n\n * In addition to the above Base Rental, Tenant is required to pay for Tenant's Allocated Share of electricity costs for the Building Floor and Tenant's Share of electricity costs for the Building and the Complex (each as calculated pursuant to Section 6 ) during the entire Lease Term, including during the free rent period specified above. Commencing on the fourth (4 th ) lease month and for the remainder of the Lease Term, Tenant also will pay Tenant's Share of Basic Operating Costs (as calculated pursuant to Section 6). \n\n (d) \" Basic Operating Costs \" has the meaning given to such term in Section 6 . \n\n (e) \" Broker \" means, together, CBRE, Inc., as tenant's broker and CBRE, Inc. and Cushman & Wakefield, together, Landlord's broker. \n\n OFFICE LEASE AGREEMENT- Page 3 \n\n (f) \" Building \" means the office building located upon the Property. The address of the Building is 15601 Dallas Parkway, Addison, Texas 75001. \n\n (g) \" Building Standard \" means the level of service or type of equipment standard in the Building or the type, brand and/or quality of materials Landlord designates from time to time to be the minimum type, brand or quality to be used in the Building or the exclusive type, grade or quality of material to be used in the Building. Building Standard shall be commensurate with similar first-class office buildings in similar locations in the Market Area. \n\n (h) \" Business Day \" means any day other than a Saturday, a Sunday, or a state or federal legal holiday in the State of Texas. \n\n (i) \" Commencement Date \" means the earlier to occur of (i) December 1, 2022, or (ii) Substantial Completion of the Premises (as defined in the Tenant Improvements Agreement), or (iii) the date on which Tenant commences business operations from the Premises. \n\n (j) \" Common Areas \" means all areas, spaces, facilities and equipment (whether or not located within the Building) made available by Landlord for the common and joint use of Landlord, Tenant and others designated by Landlord using or occupying space in the Building, including, but not limited to, tunnels, loading docks, walkways, sidewalks and driveways necessary for access to the Building, Parking Areas, Building lobbies, atriums, landscaped areas, public corridors, public rest rooms, Building stairs, elevators open to the public, service elevators (provided that such service elevators will be available only for tenants of the Building and others designated by Landlord), drinking fountains, equipment rooms, risers, and any such other areas and facilities, if any, as are designated by Landlord from time to time as Common Areas, including, but not limited to, any such areas so designated by Landlord on a single tenant floor of the Building. \n\n (k) \" Complex \" means the Property, the Building and the Parking Areas. \n\n (l) \" Default Rate \" means the lesser of (1) the rate of twelve percent (12%) per annum, and (2) the maximum rate of interest then permissible for a commercial loan to Tenant in the State of Texas. \n\n (m) \" Effective Date \" means the date set forth in the initial paragraph of this Lease. \n\n (n) \" Guarantor \" means CarGurus, Inc., a Delaware corporation. \n\n (o) \" Guaranty \" means any guaranty of the obligations and liabilities of Tenant arising under this Lease, executed by Guarantor to and for the benefit of Landlord, as the same may be amended, modified, supplemented or restated from time to time. \n\n (p) \" Initial Improvements \" means those improvements to the Premises which Tenant elects to construct in the Premises in accordance with the Tenant Improvements Agreement. \n\n (q) \" Landlord Related Party \" means any officer, director, partner, member, employee, agent or contractor of Landlord. \n\n OFFICE LEASE AGREEMENT- Page 4 \n\n (r) \" Lease Term \" means the term commencing on the Commencement Date and ending eighty-six (86) months thereafter, plus any partial month at the beginning of the Lease Term, as such may be extended as provided in Exhibit H . \n\n (s) \" Lease Year \" means a period of twelve (12) consecutive calendar months with respect to each subsequent Lease Year. The first Lease Year will begin on the 1st day of the month following the Commencement Date unless the Commencement Date occurs on the 1st day of a month, in which event the first Lease Year will begin on the Commencement Date. \n\n (t) \" Market Area \" means the North Dallas Tollway office submarket of the Dallas, Texas, metropolitan area, located south of the Sam Rayburn Tollway (formerly S.H. 121) and north of Interstate 635. \n\n (u) \" Normal Business Holidays \" means New Year's Day, Memorial Day, July 4th (Independence Day), Labor Day, Thanksgiving and Christmas Day and any other day which will be recognized by office tenants generally (excluding federal or state banking institutions) as a national holiday on which employees are not required to work. \n\n (v) \" Normal Business Hours \" for the Building means 7:00 a.m. to 6:00 p.m. on Monday through Friday, and 8:00 a.m. to 1:00 p.m. on Saturday, exclusive of Normal Business Holidays. \n\n (w) \" Office Portion of the Parking Garage \" means that portion of the Parking Garage designated by Landlord, from time to time, to be the portion of the Parking Garage dedicated for use by tenants of the Building. \n\n (x) \" Parking Areas \" means those areas located upon the Property designated by Landlord, from time to time, to be parking areas (including, without limitation, the Office Portion of the Parking Garage). \n\n (y) \" Parking Agreement \" means the Parking Agreement attached to this Lease as Exhibit E and incorporated herein by reference. \n\n (z) \" Parking Garage \" means that certain 6 level parking garage located on the Property and servicing both the Building and the adjacent retail and residential buildings of the Addison Circle development. \n\n (aa) \" Premises \" means the suite of offices, known as Suite No. 800, located upon the eighth floor of the Building and outlined on the floor plan attached to this Lease as Exhibit B and incorporated herein by reference. \n\n (bb) \" Property \" means the land described in Exhibit A attached hereto and incorporated herein by reference. \n\n (cc) \" Rent \" means, collectively, the Base Rental, Additional Rent, the amounts to be paid by Tenant pursuant to the Tenant Improvements Agreement, and all other sums of money becoming due and payable by Tenant to Landlord under this Lease. \n\n OFFICE LEASE AGREEMENT- Page 5 \n\n (dd) \" Rentable Area \" means (1) the \"Usable Area\" within any leased premises (i.e., the gross area enclosed by the surface of the exterior glass walls, the mid-point of any walls separating portions of the Premises from those of adjacent tenants, the slab penetration line of all walls separating such leased premises from Service Areas and the corridor side of walls separating such leased premises from Common Areas), plus (2) a pro rata part of the Common Areas and Service Areas within the Building, including the area encompassed by any columns or other structural elements which provide support to such leased premises and/or the Building, but excluding permanent vertical penetrations, such as fire stairs, elevator shafts, flues, pipe shafts and vertical ducts. The \"Rentable Area\" will be calculated in accordance with ANSI Z65.1-2010, Method B, as promulgated by the Building Owners and Managers Association (BOMA). \n\n (ee) \" Rentable Area of the Building \" means (and is hereby deemed to be) 289,340 square feet of Rentable Area. \n\n (ff) \" Rentable Area of the Premises \" means (and is hereby deemed to be) 30,913 square feet of Rentable Area, irrespective of whether the same should be more or less as a result of variations resulting from later re measurement or actual construction and completion of the Premises for occupancy. \n\n (gg) \" Rules and Regulations \" means the rules and regulations for the Complex set forth on Exhibit C attached hereto and incorporated herein by reference, and the rules and regulations for the Parking Areas set forth in Section 5 of Exhibit E , and any rules and regulations that be adopted or altered by Landlord in accordance with Section 26 of Exhibit C . \n\n (hh) \" Security Deposit \" means the sum of $93,511.83, such funds to be used by Landlord as described in Section 8 , below. \n\n (ii) \" Service Areas \" means those areas, spaces, facilities and equipment serving the Building (whether or not located within the Building), but to which Tenant and other occupants of the Building will not have access, including, but not limited to, service elevators, mechanical, telephone, electrical, janitorial and similar rooms and air and water refrigeration equipment. \n\n (jj) \" Sublease \" and \"Subleased Space\" have the meanings assigned to such terms in Section 10 of this Lease. \n\n (kk) \" Taxes \" means all taxes, assessments and governmental charges, whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing the Complex or by others, subsequently created or otherwise and any other taxes, association dues and assessments attributable to the Complex or its operation, including taxes on Landlord attributable to revenues from the operation of the Complex, and fees and expenses of attorneys and ad valorem tax consultants which relate directly to the protest or reduction of such taxes, assessments and other governmental charges in respect of the Complex; excluding, however, federal and state income taxes, franchise taxes, inheritance, estate, gift, corporation, net profits or any similar tax for which Landlord becomes liable and/or which may be imposed upon or assessed against Landlord. \n\n (ll) \" Tenant Improvements Agreement \" means the Tenant Improvements Agreement attached to this Lease as Exhibit D and incorporated herein by reference. \n\n OFFICE LEASE AGREEMENT- Page 6 \n\n (mm) \" Tenant Related Party \" means any officer, director, partner, employee, agent or contractor of Tenant. \n\n (nn) \" Tenant's Share \" means 10.684%, which is the proportion which the Rentable Area of the Premises bears to the Rentable Area of the Building. \n\n 2. Lease Grant . Upon the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, which shall be delivered in as-is condition as of the Effective Date, and the non-exclusive right to use the Common Areas, subject to all of the terms and conditions of this Lease (including the Rules and Regulations). The Premises is currently vacant and Landlord will deliver possession of the Premises to Tenant upon the full execution of this Lease. The Premises are being leased by Landlord to Tenant in its \"as-is\" condition, subject to the terms of this Lease. \n\n 3. Lease Term; Acceptance of Premises . \n\n (a) This Lease will continue in force during a period beginning on the Effective Date of this Lease (though the Lease Term will not commence and no Rent will accrue until the Commencement Date) and ending on the expiration of the Lease Term, unless this Lease is terminated early (pursuant to a right to so terminate specifically set forth in this Lease) or extended to a later date pursuant to any other term or provision hereof. \n\n (b) On or about the Commencement Date, Landlord and Tenant will execute an Acceptance of Premises Memorandum confirming the Commencement Date and the acceptance by Tenant of the Premises. \n\n 4. Use . The Premises will be used solely for general office, administrative and other lawful purposes consistent with similar types of tenant users in office buildings, specifically including online motor vehicle/auto sales, and for no other purpose; provided, however, in no event may Tenant conduct vehicle retail sales or display vehicles from the Premises or Common Areas. Tenant will (i) lock the doors to the Premises and take other reasonable steps to secure the Premises and the personal property of all Tenant Related Parties and any of Tenant's transferees, contractors or licensees in the Common Areas and the Complex, from unlawful intrusion, theft, fire and other hazards; (ii) keep and maintain in good working order all security and safety devices installed in the Premises by or for the benefit of Tenant (such as locks, smoke detectors and burglar alarms); and (iii) cooperate with Landlord and other tenants in the Building on Building safety matters. Tenant acknowledges that Landlord is not a guarantor of the security or safety of Tenant, its employees and invitees or their property and that such security and safety matters are the responsibility of Tenant and the local law enforcement authorities. \n\n 5. Payment of Base Rental . Except as otherwise expressly provided in this Lease, the Base Rental will be due and payable to Landlord in advance in monthly installments on the first (1st) day of each calendar month during the Lease Term, at Landlord's address as provided on the signature page of this Lease or to such other person or at such other address as Landlord may from time to time designate in writing. Landlord may, at its option, bill Tenant for Base Rental, but no delay or failure by Landlord in providing such a bill shall relieve Tenant from the obligation to pay the Base Rental on the first (1st) day of each month as provided herein. Unless otherwise agreed by Landlord, all payments will be made either (i) via electronic funds transfer (\" ETF \") pursuant to the ETF \n\n OFFICE LEASE AGREEMENT- Page 7 \n\n account/routing information set forth on the signature page to this Lease (or such other ETF account/routing information as Landlord may designate by notice to Tenant from time to time) or (ii) in the form of a check, provided that payment by check will not be deemed made if the check is not duly honored with good funds. The Base Rental will be paid without notice, demand, abatement, deduction or offset, except as otherwise expressly provided in this Lease. If the Lease Term commences on other than the first (1st) day of a calendar month, then the Base Rental for such partial month will be prorated and paid at the rental rate applicable during the first full month of the Lease Term. Any such prorated Base Rental, plus the Base Rental for the first full month of the Lease Term, is being deposited with Landlord by Tenant contemporaneously with the delivery by Tenant to Landlord of an executed copy of this Lease and will be applied to the payment of Base Rental by Landlord for the appropriate periods without any further notice by Tenant. If the Lease Term commences or ends at any time other than the first day of a calendar year, the Tenant's Share of Basic Operating Costs shall be prorated for such year according to the number of days of the Lease Term in such year. \n\n 6. Electricity Costs; Basic Operating Costs; Taxes . \n\n (a) Each floor of the Building is separately metered and Tenant's electricity costs will be determined based upon (i) the electricity consumed on each Building Floor during Normal Business Hours (and if the Premises ever includes less than a full Building Floor, such amount will be \"grossed up\" assuming 100% occupancy of each such Building Floor); and (ii) the electricity provided to the Common Areas within the Building and the remainder of the Complex. If Tenant does not occupy the entirety of any Building Floor, electricity costs will be apportioned to Tenant based upon the ratio (expressed as a percentage) of the Rentable Area of the Premises on such Building Floor to the total occupied Rentable Area of such Building Floor (such apportionment being referred to herein as Tenant's \" Allocated Share \"). So, by way of example only, if Tenant occupies 10,000 square feet of the Rentable Area of any Building Floor (assuming for ease of calculation that such Building Floor contains 30,000 square feet of Rentable Area) and such Building Floor is fully occupied, Tenant's Allocated Share will be 30% and Tenant will pay Tenant's Allocated Share of the electricity consumed on such Building Floor during Normal Business Hours. However, if Tenant occupies 10,000 square feet of the Rentable Area of any Building Floor (assuming for ease of calculation that such Building Floor contains 30,000 square feet of Rentable Area) and Tenant is the only occupant of such Building Floor, Tenant's Allocated Share will be 100% and Tenant will pay Tenant's Allocated Share of the electricity consumed on such Building Floor. If Landlord reasonably determines that Tenant will require, or is consuming, special lighting in excess of Building Standard or Miscellaneous Power (as defined in Section 9(a)(6) below) in excess of the Building Standard Electrical Design Load (as defined in Section 9(a)(6) below), (i) Tenant will be required to reimburse Landlord for the cost of any additional equipment, such as transformers, risers and supplemental air conditioning equipment, that Landlord's engineer reasonably deems necessary to accommodate such above standard consumption (without implying any obligation on the part of Landlord to accommodate such use), and (ii) Landlord may install separate sub-meters to all or a portion of the Premises, at Tenant's cost, and require all charges for the utilities separately sub-metered to the Premises to be billed to and paid directly by Tenant. If the Premises on any Building Floor is separately sub-metered, Landlord will make a corresponding adjustment to Tenant's electricity costs for such Building Floor (so that Tenant's electricity costs for such Building Floor will include only the cost of electricity for the portion of such Building Floor that is not sub-metered). Other than as \n\n OFFICE LEASE AGREEMENT- Page 8 \n\n specifically addressed in this Section 6(a) , Landlord agrees to provide Tenant written notice of any decision or determination of Landlord to change the manner of billing for Tenant's electricity charges or of any action related to Tenant's consumption of electricity in excess of Building Standard, as addressed in this Section 6(a) , promptly after such decision or determination by Landlord is made. \n\n (b) In addition to Base Rental, Tenant will pay to Landlord, without any offset or deduction, Tenant's Share of Basic Operating Costs incurred by Landlord during any full or partial calendar year during the Lease Term. Prior to the commencement of each calendar year during the Lease Term beginning with calendar year 2023, Landlord may, at its option, provide Tenant with a then current estimate of Basic Operating Costs for the upcoming calendar year, and thereafter Tenant will pay, as additional rental, in monthly installments, the estimated Tenant's Share of Basic Operating Costs for the calendar year (or partial calendar year) in question. The failure of Landlord to estimate Basic Operating Costs and bill Tenant on monthly or annual basis shall in no event relieve Tenant of its obligation to pay Tenant's Share of Basic Operating Costs. In the event the Building is not at least ninety-five percent (95%) occupied during any year of the Lease Term (including the calendar year in which the Lease Term commences), the Basic Operating Costs shall be \"grossed up\" by increasing the variable components of Basic Operating Costs to the amount which Landlord projects would have been incurred had the Building been ninety-five percent (95%) occupied during such year, such amount to be annualized for any partial year, except that Taxes will be based upon annual assessments and will not be \"grossed up\" as other Basic Operating Costs. \n\n (c) [reserve] \n\n (d) On or before April 1 of each calendar year during Tenant's occupancy (including the calendar year following the year in which the Lease Term is terminated), or as soon thereafter as possible, Landlord will furnish to Tenant the following statements (together, the \" Statement \"): (i) a reasonably detailed statement showing Tenant's Allocated Share of costs of electricity for each Building Floor and Tenant's Share of costs of electricity for the Common Areas of the Building and Complex for the prior calendar year (or partial year, if the Commencement Date is on a date other than the first day of a calendar year), and (ii) a statement of Tenant's Share of Basic Operating Costs for the prior calendar year. In the event of an underpayment by Tenant because of any difference between (i) the Estimated Additional Rent for such calendar year collected by Landlord from Tenant, and (ii) the actual amount of Additional Rent for such calendar year, Tenant will pay to Landlord the amount of the underpayment within thirty (30) days after receipt of the Statement. In the event of an overpayment by Tenant because of any difference between (y) the Estimated Additional Rent collected by Landlord from Tenant for such calendar year, and (z) the actual amount of Additional Rent for such calendar year, Landlord will reimburse Tenant in the amount of such overpayment within thirty (30) days after receipt of the Statement. Any overpayment by Tenant during the last year of the then existing Lease Term will be refunded by Landlord to Tenant within thirty (30) days following the expiration of such Lease Term. Any underpayment by Tenant will be paid to Landlord within thirty (30) days after receipt by Tenant of an invoice therefor. The obligation to refund underpayments and overpayments will survive the expiration of this Lease. \n\n (e) \" Basic Operating Costs \" means all direct and, to the extent provided in Section 6(e)(1) , indirect costs and expenses incurred in each calendar year of operating, maintaining, repairing, \n\n OFFICE LEASE AGREEMENT- Page 9 \n\n managing and, to the extent specifically provided below, owning the Complex, including, without limitation, the following: \n\n (1) Wages, salaries and other compensation of all employees engaged in the direct operation and maintenance of the Complex, employer's social security taxes, unemployment taxes or insurance and any other taxes which may be levied on such wages, salaries and other compensation, and the cost of medical, disability (including worker's compensation) and life insurance and pension or retirement benefits for such employees and costs of uniforms, training and similar, customary employee benefits; provided, however, with respect to employees engaged in the operation and maintenance of other buildings owned by Landlord (or an affiliate of Landlord), other than the Complex, such items will be fairly apportioned among all such buildings; \n\n (2) Cost of leasing or purchasing all supplies, tools, equipment and materials (which are not capital in nature) used in the operation, maintenance, repair and management of the Complex; \n\n (3) Cost of all utilities for the Complex (both interior and exterior), including, without limitation, the cost of water and power (other than electricity), sewage, telephone/internet, heating, lighting, air conditioning and ventilation for the Complex and recycling and trash removal; \n\n (4) Cost of all maintenance and service agreements for the Complex and surrounding grounds, including, but not limited to, janitorial service, pest control, security service, equipment leasing, energy management system, landscape maintenance, alarm and life safety service, window cleaning, parking, metal finishing and maintenance of mechanical systems including elevators, HVAC, chillers, air handlers, water treatment/cooling tower, access controls, and costs for permit or license renewals and inspections; \n\n (5) Cost of all insurance relating to the Complex, including, but not limited to, fire and extended coverage insurance and liability insurance applicable to the Complex and Landlord's personal property used in connection therewith, plus the cost of all deductible payments made by Landlord in connection therewith (but only to the extent not already deducted as a Basic Operating Cost); \n\n (6) All Taxes; \n\n (7) Cost of repairs and general maintenance for the Complex (excluding such repairs and general maintenance paid by insurance proceeds or by Tenant or other third parties); \n\n (8) Costs of performing responsibilities allocable to Landlord's Premises and costs of contributions allocable to Landlord's Premises in connection with the common elements and operation of the Complex; \n\n (9) Legal expenses incurred with respect to the Complex which relate directly to the operation of the Complex and which benefit all of the tenants of the Complex generally, such as legal proceedings to abate offensive activities or uses, but excluding legal expenses related to the collection of Rent, foreclosure or eviction proceedings, or to the sale, leasing or financing of the Complex and legal expenses related to the reduction of taxes which are deemed part of Taxes; \n\n OFFICE LEASE AGREEMENT- Page 10 \n\n (10) Fees for management services, whether provided by an independent management company, by Landlord or by any affiliate of Landlord, but only to the extent that the costs of such services do not exceed competitive costs for comparable services in comparable buildings of the class, type, size, age and location of the Building in the Market Area; \n\n (11) Expenses incurred in order to comply with any federal, state or municipal law, code or ordinance, or regulation which was not promulgated, or which was promulgated but not in effect or applicable to the Complex, as of the Effective Date of this Lease; and \n\n (12) Amortization of the cost of installation of capital investment items which (A) Landlord reasonably believes will either (i) reduce (or avoid increases in) Basic Operating Costs, or (ii) promote safety, or (B) may be required in order to comply with any federal, state or municipal law, code or ordinance, or regulation which was not promulgated, or which was promulgated but was not in effect or applicable to the Complex, as of the Effective Date of this Lease. All costs of such capital investment items will be amortized, together with an amount equal to interest at eight percent (8%) per annum, with the amortization schedule being determined in accordance with generally accepted accounting principles and in no event will the amortization period extend beyond the remaining useful life of the Building. \n\n (f) Notwithstanding anything to the contrary in this Lease, Basic Operating Costs will not include any expenses or costs for the following items: \n\n (1) Except as provided in Section 6(e)(12) , costs that under generally accepted accounting principles are required to be classified as capital expenditures, and related amortization thereof; \n\n (2) Except as provided in Section 6(e)(12) , depreciation or amortization of the Building or its contents or components; \n\n (3) Expenses for the preparation of space (including tenant finish out costs) or other similar type work which Landlord performs for any tenant or prospective tenant of the Building including permit, license and inspection costs incurred with respect to the installation of improvements within space within the Building leased to any tenant or prospective tenant (excluding, specifically, the Common Areas). \n\n (4) Expenses incurred in leasing or obtaining new tenants or retaining existing tenants, including, but not limited to, marketing costs and leasing commissions, attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building, including bad debt expenses, attorneys' fees and other costs and expenditures incurred in connection with disputes with present or prospective tenants or other occupants of the Building; \n\n (5) Except as provided in Section 6(e)(9) , legal expenses; \n\n (6) Interest, amortization or other costs associated with any mortgage, loan or refinancing of the Complex (except in connection with the financing of items which may be included \n\n OFFICE LEASE AGREEMENT- Page 11 \n\n in Basic Operating Costs) including amortization on any mortgages or any other debt instrument encumbering the Building or the Complex (including the land on which the Building is situated); \n\n (7) Any ground rent incurred for the Complex; \n\n (8) Costs of any items (including but not limited to, costs incurred by Landlord for the repair of damage to the Building) to the extent Landlord receives reimbursement from insurance proceeds or from a third party (which proceeds will be credited to Basic Operating Costs in the year in which received (unless received after end of term, then Landlord shall pay Tenant within thirty (30) days of receipt of funds by Landlord); \n\n (9) The cost of any special services provided to other tenants of the Complex (but not to all tenants, generally) or any other amounts paid by Landlord for which Landlord is entitled to be reimbursed by such other tenants as an additional charge or rental over and above the Base Rental and Basic Operating Costs under the lease or any other agreement with such tenants of the Complex; \n\n (10) Fines or penalties caused by violations by Landlord of any of the terms and conditions of this Lease or any other lease or other agreement relating to the Complex; \n\n (11) Overhead and/or profit to any subsidiary or affiliate of Landlord (other than property management fees), or for goods, supplies or other materials, to the extent that the costs of such services, goods, supplies and/or materials exceed the costs that would have been paid had the services, goods, supplies or materials been provided by parties unaffiliated with Landlord, of similar skill, competence and experience; \n\n (12) Organizational expenses associated with the operation of the entity that is Landlord (as distinguished from the costs of the operation, management, repair and accounting for the Complex); and \n\n (13) Any political or charitable donations or contributions; \n\n (14) Any art work in the Complex or replacing any of same; \n\n (15) Any bad debt loss, rent loss or reserves for bad debts or rent loss; \n\n (16) Costs related to the negotiation or renegotiation of any ground lease affecting the Complex including, legal and accounting fees, transfer and gains taxes and recording charges incurred in connection with any such ground lease; \n\n (17) Costs, fines, interest, penalties, legal costs and costs of litigation incurred due to late payment by Landlord of any costs or expenses related to the Complex; \n\n (18) Any compensation paid to clerks, attendants or other persons in commercial concessions (such as a snack bar, restaurant or newsstand, if any) operated by Landlord for a profit within the Complex; and \n\n OFFICE LEASE AGREEMENT- Page 12 \n\n (19) Costs of after-hours electricity provided to a tenant and for which Landlord is entitled to be reimbursed by such tenant as an additional charge under the lease with such tenant, whether or not Landlord in fact receives such reimbursement. \n\n (g) If there exists any dispute as to the calculation of Tenant's Share of Basic Operating Costs (a \" Dispute \"), the events, errors, acts or omissions giving rise to the Dispute shall not constitute a breach or default by Landlord nor will Landlord be liable to Tenant, except as specifically provided below. If there is a Dispute, Tenant will so notify Landlord in writing within sixty (60) days after receipt of the Statement. Such notice shall specify the items in Dispute. Notwithstanding the existence of a Dispute, Tenant will timely pay the amount in dispute as and when required under this Lease, provided such payment shall be without prejudice to Tenant's position. Upon receipt of such payment, Landlord will thereafter provide Tenant with such supplementary information regarding the items in Dispute as may be reasonably requested by Tenant in an effort to resolve such Dispute; provided, however, that Landlord will not be required to provide any supplementary information to Tenant unless all sums shown to be due by Tenant on the Statement are paid in full. If Landlord and Tenant are unable to resolve such Dispute, such Dispute will be referred to a mutually satisfactory third party certified public accountant for final resolution, subject to the audit rights of Tenant contained in Section 6(h) . The cost of such certified public accountant shall be paid by the party found to be least accurate (in terms of dollars in dispute). If a Dispute is resolved in favor of Tenant, Landlord will, within thirty (30) days thereafter, refund any overpayment to Tenant, together with interest from the time of such overpayment at ten percent (10%) per annum. The determination of such certified public accountant shall be final and binding, subject to the audit rights of Tenant contained in Section 6(h) , and final settlement shall be made within thirty (30) days after receipt of such accountant's decision. If Tenant fails to dispute the calculation of Tenant's Share of Basic Operating Costs in accordance with the procedures and within the time periods specified in this Section 6(g) , or request an audit of the Basic Operating Costs in accordance with the procedures and within the time periods specified in Section 6(h) , the Statement will be considered final and binding for the calendar year in question. \n\n (h) Tenant, at Tenant's expense, will have the right, no more frequently than once per calendar year, following thirty (30) days' prior written notice (such written notice to be given within sixty [60] days following Tenant's receipt of Landlord's Statement delivered in accordance with Section 6(d) ) to Landlord, to audit Landlord's books and records relating to Basic Operating Costs for the immediately preceding calendar year only; provided that such audit must be concluded within ninety (90) days after Tenant's receipt of Landlord's Statement for the year to which such audit relates; and provided further that the conduct of such audit must not unreasonably interfere with the conduct of Landlord's business. Without limitation upon the foregoing, Tenant's right to audit Landlord's books and records will be subject to the following conditions \n\n (1) No audit will be allowed unless Basic Operating Costs for the calendar year in question have increased by more than five percent (5%) over Basic Operating Costs for the immediately preceding calendar year; \n\n (2) Such audit will be conducted during Normal Business Hours and at the location where Landlord maintains its books and records; \n\n (3) Tenant will deliver to Landlord a copy of the results of such audit within ten (10) days after its receipt by Tenant; \n\n OFFICE LEASE AGREEMENT- Page 13 \n\n (4) No audit will be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including any failure by Tenant to pay an amount in Dispute; \n\n (5) Tenant will reimburse Landlord within ten (10) days following written demand for the cost of all copies requested by Tenant's auditor; \n\n (6) Such audit must be conducted by an independent, nationally recognized accounting firm or a local accounting firm reasonably acceptable to Landlord that is not being compensated by Tenant on a contingency fee basis and which has agreed with Landlord in writing to keep the results of such audit confidential by executing and delivering to Landlord a confidentiality agreement in the form of Exhibit F attached to this Lease, such confidentiality agreement to also be signed and delivered to Landlord by Tenant; \n\n (7) No subtenant will have the right to audit; \n\n (8) If, for any calendar year, an assignee of Tenant (as permitted by this Lease) has audited or given notice of an audit, Tenant will be prohibited from auditing such calendar year, unless in the case of an audit having been noticed but not yet performed by such assignee, the assignee withdraws its audit notice, and, similarly, if Tenant has audited such calendar year or given such notice, the foregoing restrictions of this Section 6(h)(8) will apply to the assignee's right to audit; and \n\n (9) Any assignee's audit right will be limited to the period after the effective date of the assignment. \n\n Unless Landlord in good faith disputes the results of such audit, an appropriate adjustment will be made between Landlord and Tenant to reflect any overpayment or underpayment of Tenant's Share of Basic Operating Costs within thirty (30) days after delivery of such audit to Landlord. In the event of an overpayment by Tenant, within thirty (30) days following the delivery of such audit, Landlord will, if no Event of Default exists hereunder, make a cash payment to Tenant in the amount of such overpayment, or, if an Event of Default exists hereunder, credit such overpayment against delinquent Rent and make a cash payment to Tenant for the balance. In the event Landlord in good faith disputes the results of any such audit, the parties will in good faith attempt to resolve any disputed items. If Landlord and Tenant are able to resolve such dispute, final settlement will be made within thirty (30) days after resolution of the dispute. If the parties are unable to resolve any such dispute, any sum on which there is no longer dispute will be paid and any remaining disputed items shall be referred to a mutually satisfactory third party certified public accountant for final resolution. The cost of such certified public accountant will be paid by the party found to be least accurate (in terms of dollars in dispute). The determination of such certified public accountant shall be final and binding and final settlement will be made within thirty (30) days after receipt of such accountant's decision. \n\n (i) Landlord and Tenant are knowledgeable and experienced in commercial transactions and agree that the provisions of this Lease for determining charges, amounts and rent payable by Tenant (including without limitation, payments of Additional Rent) are commercially reasonable and valid even though such methods may not state a precise mathematical formula for determining such charges. ACCORDINGLY, TENANT VOLUNTARILY AND KNOWINGLY WAIVES ALL RIGHTS AND BENEFITS OF TENANT UNDER SECTION 93.012 OF THE TEXAS PROPERTY CODE, AS AMENDED FROM TIME TO TIME. \n\n OFFICE LEASE AGREEMENT- Page 14 \n\n 7. Late Payments; Dishonored Checks. \n\n (a) In the event any installment of Rent is not received within five (5) days after the date due (without in any way implying Landlord's consent to such late payment), Tenant, to the extent permitted by law, agrees to pay, in addition to said installment of Rent, a late payment charge equal to five percent (5%) of the installment of Rent due, it being understood that said late payment charge shall be for the purpose of reimbursing Landlord for the additional costs and expenses which Landlord presently expects to incur in connection with the handling and processing of late payments. Notwithstanding the foregoing, the late payment charge will increase to ten percent (10%) of the installment of Rent due if Tenant becomes responsible for a late payment charge more than twice during any consecutive twelve (12) month period. Such charge shall revert to five percent (5%) after Tenant has paid Rent for twelve (12) consecutive months without incurring a late charge. In the event of any such late payment(s) by Tenant, the additional costs and expenses so resulting to Landlord will be difficult to ascertain precisely and the foregoing charge constitutes a reasonable and good faith estimate by the parties of the extent of such additional costs and expenses. Acceptance of such late charge by Landlord will in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any other rights or remedies granted hereunder unless such default is otherwise cured within the time period provided in this Lease. Provided, however, it is agreed and understood that for the first instance of late payment during any 12-month period, no late charge shall be owed by Tenant provided Tenant pays the installment of Rent due within three (3) Business Days following written notice of same by Landlord. \n\n (b) In addition to the late payment charge contained in Section 7(a) , all Rent, if not paid within thirty (30) days of the date due, will, at the option of Landlord, and to the extent permitted by law, bear interest from the date due until paid at the Default Rate. \n\n (c) If any check is tendered by Tenant and not duly honored with good funds, Tenant will, in addition to any other remedies available to Landlord under this Lease, pay Landlord a \"NSF\" fee of $100.00. \n\n 8. Security Deposit . The Security Deposit will be deposited with Landlord by Tenant upon full execution of this Lease by Landlord and Tenant. The Security Deposit will be held by Landlord, without liability for interest, as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit will not be considered an advance payment of Rent or a measure of Tenant's liability for damages in case of default by Tenant. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of Rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant will pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Landlord transfers its interest in the Project during the term of this Lease, Landlord shall assign the Security Deposit to the transferee and upon the written assumption by such transferee of liability for the Security Deposit, Landlord will have no further liability for the return of such Security Deposit. The Security Deposit shall be returned to Tenant within thirty (30) days after the expiration of the Lease Term and upon Tenant vacating the Premises in accordance with this Lease. \n\n 9. Services to be Furnished by Landlord . \n\n OFFICE LEASE AGREEMENT- Page 15 \n\n (a) So long as no Event of Default exists under this Lease, Landlord agrees to furnish Tenant the following services to the Building Standard: \n\n (1) Facilities for hot and cold water at those points of supply provided for general use of other tenants in the Building and as necessary to service any kitchen facilities within the Premises approved by Landlord and provided solely for the use of Tenant and its employees, and central heat and air conditioning in season (the cost of such service to be paid by Tenant and other tenants of the Complex in accordance with Section 6(e)(3) , and the cost of such service during other than Normal Business Hours to be paid as set forth in Section 9(a)(8) ), during Normal Business Hours, at such temperatures and in such amounts as are considered to be standard for similar class office buildings within a three (3) mile radius of the Building (not to exceed existing Building design loads/capacity) or as required by governmental authorities (including energy conservation requirements). \n\n (2) Routine maintenance for all Common Areas and Service Areas of the Building in the manner and to the extent deemed by Landlord to be standard. \n\n (3) Janitorial service, five (5) days per week, exclusive of Normal Business Holidays, pursuant to the building standard janitorial schedule as shown on Exhibit K , attached hereto, at a level comparable to that provided in similar class office buildings within a three (3) mile radius of the Building. \n\n (4) All Building Standard lighting and ballast replacement in the Common Areas and the Service Areas. \n\n (5) Access to the Building during Normal Business Hours and limited access during all other hours through the use of master entry cards and/or keys fobs. Tenant will receive no more than 155 master entry cards and/or key fobs for the Premises. Tenant will reimburse Landlord for the cost of each additional card and/or key fob and for each replacement card and/or key fob and for any card and/or key fob lost by or stolen from Tenant. Tenant agrees to surrender all master entry cards and/or key fobs in its possession upon the expiration or earlier termination of this Lease. Any lost cards and/or key fobs will be canceled. Landlord will have no liability to Tenant, its employees, agents, contractors, invitees, or licensees for losses due to theft or burglary (other than theft or burglary committed by employees of Landlord), or for damages done by unauthorized persons in the Premises or on the Complex. Tenant will cooperate fully in Landlord's efforts to control access in the Building and will follow all regulations promulgated by Landlord with respect thereto which are adopted in accordance with Exhibit C . \n\n (6) Electricity and proper facilities to furnish (A) Building Standard lighting (which shall be defined as an average load of 0.82 watts per square foot of Rentable Area of the Premises multiplied by the number of Normal Business Hours in each month), and (B) sufficient electrical power for normal office machines and other machines of similar electrical consumption (\" Miscellaneous Power \"), provided that Tenant's Miscellaneous Power requirements shall not exceed eight (8) watts per square foot of Rentable Area of the Premises, of connected load or 0.82 watts per square foot of Rentable Area of the Premises of demand load multiplied by the number of Normal Business Hours in each month (as measured by one or more separate watt hour meters), or require a voltage greater than 120/208 volts 3 phase or require more than 500 watts for any piece of equipment (the \" Building Standard Electrical Design Load \"). \n\n OFFICE LEASE AGREEMENT- Page 16 \n\n (7) Passenger elevator service in common with other tenants of the Building for ingress to and egress from the floor(s) upon which the Premises are situated, twenty four (24) hours a day, seven (7) days a week, and non-exclusive freight elevator service to the Premises during Normal Business Hours and at other times upon reasonable prior notice to Landlord and approval of the Building manager. Any passenger or freight elevator use shall be subject to the Rules and Regulations for the Building and shall be subject to temporary cessation for ordinary repair and maintenance and during times when life safety systems override normal Building operating systems. \n\n (8) Heating and air conditioning during other than Normal Business Hours shall be furnished only upon the prior request of Tenant made in accordance with such procedures as are, from time to time, prescribed by the Building manager, and Tenant will bear the cost of such heating and air conditioning service at a rate equal to $65 per hour; provided, however, there will be a two (2) hour minimum charge when such service is requested and the after-hours HVAC rate may be adjusted, from time to time, to reflect increases in the costs incurred by Landlord in providing such service. In the event any other tenant within the same HVAC zone as the Premises also requests after hours heating or air conditioning during the same period as Tenant, Landlord will equitably allocate the cost thereof among all tenants within the same HVAC zone requesting such service. \n\n (b) In the event Landlord agrees to provide any additional services at the specific request of Tenant, without implying any obligation on the part of Landlord to do so, the provision of such services shall, unless otherwise specifically agreed in writing, be subject to the availability of Building personnel, and, if the provision of any such service requires Landlord to incur any out of pocket cost, Tenant will reimburse Landlord for the cost of providing such service (plus an administrative charge equal to ten percent [10%] of such cost, plus applicable sales tax) within ten (10) days following receipt of an invoice from Landlord. Unless Landlord has agreed with Tenant to the contrary in writing, Landlord may discontinue the provision of such additional service at any time upon thirty (30) days advance written notice (or immediately upon the occurrence of an Event of Default). \n\n (c) The unintentional failure by Landlord, to any extent, to furnish services required to be furnished by Landlord hereunder, or any cessation thereof, will not render Landlord liable in any respect for damages (including, without limitation, business interruption damages) to persons or property, nor be construed as an eviction of Tenant, nor work an abatement of Rent, nor relieve Tenant from fulfillment of any covenant or agreement set forth in this Lease. Should any of such services be interrupted, Landlord will use reasonable diligence to restore the same promptly, but Tenant will have no claim for rebate of Rent, damages or eviction on account thereof. Notwithstanding the foregoing, subject to Section 24 (Casualty Damage) and Section 25 (Condemnation), if any portion of the Premises becomes unfit for occupancy because Landlord fails to deliver any service required under this Section 9 for any period exceeding five (5) consecutive Business Days (excluding Normal Business Holidays) after receipt of notice of such failure from Tenant, and provided such failure is not caused by Tenant or any Tenant Related Party, Landlord will allow Tenant an equitable abatement of Rent (based on the severity of the interruption and the amount of space unfit for occupancy) effective from the sixth (6th) Business Day (excluding Normal Business Holidays) following the earlier to occur of (i) the date on which Tenant first provided Landlord with written notice of the interruption of such service, and (ii) the date on which Landlord first acquired \n\n OFFICE LEASE AGREEMENT- Page 17 \n\n actual knowledge of the interruption of such service, until such portion of the Premises is again fit for occupancy and such service is restored. \n\n 10. Graphics; Signage . \n\n (a) Landlord will, at Tenant's sole cost, provide and install one (1) Building Standard identification sign on the front door of entrance to the Premises and add Tenant's name and suite number to the Building directory in the lobby (the \" Base Building Signage \"). Any other signage requested by Tenant in addition to the Base Building Signage will be subject to the prior approval of Landlord and the Town of Addison, and will be provided, constructed and installed by Landlord; provided, however, Tenant will reimburse Landlord for Landlord's cost of providing such service, plus an administrative charge equal to ten percent (10%) of Landlord's cost. All such additional signage shall be in the standard graphics for the Building and no others will be used or permitted without Landlord's prior written consent. Tenant and Landlord acknowledge that in connection with Tenant's use of the Premises, Tenant must comply with the signage requirements of Rule §215.140 (\" Rule 215.140 \") of the Texas Administrative Code (43 Tex. Admin Code §215.140), a copy of which is attached hereto as Exhibit L and Landlord will not withhold its consent to the content of such signage required by said Rule 215.140. Unless required otherwise by Rule 215.140, as the same may be amended or modified in the future, any such signage will be limited to the floors of the Building in which Tenant occupies the full floor. Tenant, at its sole cost and expense, will remove all non-Building Standard signage (if such non-Building Standard signage was permitted by Landlord) upon the termination of this Lease and repair any damage caused by such removal. \n\n (b) Reference is hereby made to that certain Sublease Agreement dated as of January 25, 2021, as amended by that certain First Amendment to Sublease Agreement dated as of February, 2022, and as consented to by Landlord dated March 9, 2022 (as amended, the \" Sublease \"), executed by Tenant and CYXTERA Management, Inc., a Delaware corporation (\" Cyxtera \"), pursuant to which Tenant subleases Suites 600 and 700 comprising 61,826 rentable square feet in the Building (the \" Subleased Space \") from Cyxtera. Cyxtera leased the Subleased Space from Landlord pursuant to that certain Office Lease Agreement dated September 29, 2017, as amended by that certain First Amendment to Office Lease Agreement dated December 28, 2018 (as amended, the \" Underlying Lease ,\" and together with the Sublease, the \" Prime Lease \"). Under the Prime Lease, Tenant has the right to certain signage located at the top of the Building, subject to the restrictions set for in that certain Consent to Sublease dated January 25, 2021, between Landlord, Tenant, and Original Tenant (the \" Sublease Consent \"). Landlord hereby waives its right to demand the removal of Tenant's crown signage (the \" Crown Signage \"), as set forth in Section 9 of the Sublease Consent, provided that no uncured Event of Default exists, and Tenant is occupying three (3) full floors of the Building. Landlord and Tenant agree that all other terms of the Sublease Consent are hereby ratified and unchanged. \n\n 11. Telecommunications. \n\n (a) In the event that Tenant wishes to utilize the services of a telephone or telecommunications provider whose equipment is not servicing the Building as of the date of Tenant's execution of this Lease (\" Provider \"), such Provider will be required to obtain the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, before installing its lines or equipment within the Complex. In no event will the Provider be permitted to provide service to \n\n OFFICE LEASE AGREEMENT- Page 18 \n\n any occupant of the Complex other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. \n\n (b) Landlord's refusal to give its consent to the installation of lines or equipment by the Provider will be deemed reasonable unless all of the following conditions are satisfied to Landlord's satisfaction, the satisfaction of such conditions to be evidenced by a written agreement between Provider and Landlord or by any other means acceptable to Landlord in its reasonable judgment: \n\n (1) Landlord will incur no expense whatsoever with respect to any aspect of Provider's provision of its services, including, without limitation, the costs of installation, materials, utilities (including the cost of any separate meters) and service; \n\n (2) Prior to commencement of any work in or about the Building by Provider, Provider will supply Landlord with such written indemnities, insurance verifications, financial statements, and such other items as Landlord reasonably deems to be necessary to protect its financial interests and the interests of the Building relating to the proposed activities of the Provider; \n\n (3) Prior to the commencement of any work in or about the Building by the Provider, (i) Landlord and Provider will enter into Landlord's standard Riser and Telecommunication License Agreement, (ii) the Provider will agree to abide by the Rules and Regulations, the terms in the Riser and Telecommunications License Agreement applicable to the work and such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building, the tenants in the Building, and Landlord, including, without limitation, providing security in such form and amount as determined by Landlord and (iii) all communications and equipment installed by such Provider must be neatly organized and labeled by such Provider with Tenant's name and the suite number of the Premises; \n\n (4) Landlord reasonably determines that there is sufficient space in the Building for the placement of all of the Provider's equipment and materials; \n\n (5) The Provider is licensed and reputable; and \n\n (6) The Provider agrees to compensate Landlord for space used in the Building for the storage and maintenance of the Provider's equipment and for all costs that may be incurred by Landlord in arranging for access by the Provider's personnel, security for Provider's equipment, and any other such costs as Landlord may reasonably expect to incur. \n\n (c) Landlord's consent under this section shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any warranty or representation as to the suitability, competence, or financial strength of Provider. \n\n (d) Tenant acknowledges and agrees that all telephone and telecommunications services desired by Tenant will be ordered and utilized at the sole risk and expense of Tenant. \n\n (e) Tenant agrees that, to the extent service by Provider is interrupted, curtailed, or discontinued, Landlord will have no obligation or liability with respect thereto and it will be the sole obligation of Tenant at its expense to obtain substitute service. \n\n OFFICE LEASE AGREEMENT- Page 19 \n\n (f) The provisions of this Section 11 may be enforced solely by the Tenant and Landlord, and are not for the benefit of any other party. No Provider will be deemed a third party beneficiary of this Lease. \n\n 12. Repair and Maintenance by Landlord . Except as provided in Section 14 , Landlord will be responsible for the maintenance and repair of exterior and load bearing walls, floors (but not floor coverings), mechanical, electrical, plumbing and HVAC systems and equipment which are Building Standard (including periodic updates to Building Standard), the roof of the Building, the Common Areas (excluding restrooms located on any full floors leased by Tenant), the Service Areas and the Parking Areas. In no event will Landlord be responsible for the maintenance or repair of improvements made by or at the request of Tenant which are part of the Initial Improvements or not Building Standard. All requests for repairs must be submitted to Landlord in writing, except in the case of an emergency. Repairs and maintenance by Landlord pursuant to this Section 12 are included in Basic Operating Costs, except to the extent excluded by Section 6(e) . \n\n 13. Maintenance by Tenant . Tenant will maintain the Premises in a clean and orderly condition and will not commit or allow any waste to be committed on any portion of the Premises. At the expiration or early termination of this Lease, Tenant will deliver up the Premises to Landlord in as good condition as at the Commencement Date, ordinary wear and tear and damage by fire or casualty loss (unless caused by Tenant) excepted. \n\n 14. Repairs by Tenant . Tenant will, at Tenant's cost, repair or replace any (i) damage to the Premises and equipment and improvements therein (including doors and door frames, interior windows and any kitchen equipment, such as dishwashers, sinks, refrigerators, ice machines, trash compactors and plumbing, HVAC, life safety and other mechanical systems related thereto ) that are constructed or installed by or at the request of Tenant as part of the Initial Improvements or that are not Building Standard; and (ii) any damage to the Complex, or any part thereof, caused by Tenant or any employee, officer, contractor, agent, subtenant, guest, licensee or invitee of Tenant (except that with respect to any such damage outside of the Premises or below floor coverings, above ceilings or behind walls or columns, such damage will be repaired by Landlord, and Tenant will reimburse Landlord for the cost of such repairs or replacements, plus an administrative charge equal to ten percent (10%) of the cost of such repairs or replacements). If Tenant fails to make such repairs or replacements within thirty (30) days after receipt of written notice from Landlord, Landlord may, at Landlord's option, make such repairs or replacements, and Tenant will reimburse Landlord for the cost of such repairs or replacements, plus an administrative charge equal to ten percent (10%) of the cost of such repairs or replacements. Reimbursement for all repairs performed by Landlord pursuant to this Section 14 shall be payable as additional Rent by Tenant to Landlord within ten (10) days following Tenant's receipt of an invoice from Landlord. Notwithstanding anything contained herein to the contrary, if any such damage is covered by Landlord's insurance, in whole or in part, Tenant's liability under this Section 14 shall be limited to the deductible payable by Landlord and any portion of the cost of repairing such damage not covered by Landlord's insurance. In connection with repairs or replacements made by Tenant, Tenant will provide Landlord with a copy of the contractor agreement regarding such repairs, copies of certificates of insurance evidencing contractor coverage satisfactory to Landlord, copies of \"as built\" plans and specifications and other information or documentation reasonably required by Landlord, including evidence of the lien free completion of such repairs or replacements. \n\n OFFICE LEASE AGREEMENT- Page 20 \n\n 15. Alterations, Additions, Improvements. \n\n (a) Tenant will make no alteration, change, improvement, replacement or addition to the Premises (collectively, \" Alterations \"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to interior Alterations which will not affect, in any way, the mechanical, electrical, plumbing, HVAC, structural and/or fire and life safety components of the Building (\" Non Structural Alterations \") and which do not exceed $30,000 in the aggregate or individually in any calendar year. Landlord will, within ten (10) Business Days following receipt of such request, notify Tenant in writing that Landlord either consents to the proposed Alterations or disapproves, in which case Landlord will set forth the reasons for its disapproval. Tenant may resubmit revised plans following a disapproval. Landlord will review and, within five (5) Business Days following receipt of such resubmission, notify Tenant in writing of Landlord's consent or further disapproval. In connection with its consent, Landlord will designate any portions of the approved Alterations which will be required to be restored at the end of the Lease Term (\" Specialty Alterations \"). Landlord may, at its option, require Tenant to submit plans and specifications to Landlord for approval prior to commencing any Alterations. All Alterations (other than Non Structural Alterations) will be performed by a contractor on Landlord's approved list (a copy of which may be obtained from the Building manager) or by the contractor that constructed the Initial Improvements. Landlord shall have the right to approve the architects, engineers, contractors and all subcontractors that will be performing any portion of the work for the Alterations. All Alterations will be done in a good and workmanlike manner and in compliance with all applicable laws and ordinances, including, but not limited to, Title III of The Americans With Disabilities Act of 1990 or any applicable local or state law regarding handicapped including Chapter 469 of the Texas Government Code and rule and regulations promulgated thereunder by the Texas Department of Licensing and Regulation (collectively, the \" Disability Laws \") and in accordance with Landlord's sustainability practices under any so-called green/LEED program(s) undertaken or maintained by Landlord. Tenant will require that any contractors used by Tenant carry a comprehensive liability (including builder's risk) insurance policy in such amounts as Landlord may reasonably require and provide proof of such insurance to Landlord prior to the commencement of any Alterations and Tenant will require that any contractors used by Tenant comply with such rules and regulations imposed by Landlord from time to time, including such rules and regulations related to so-called green/LEED program(s) undertaken or maintained by Landlord. TENANT WILL INDEMNIFY AND HOLD LANDLORD HARMLESS FROM, AND REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND ALL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), DEMANDS, CLAIMS, CAUSES OF ACTION AND LIENS ARISING FROM AND IN CONNECTION WITH ANY ALTERATIONS PERFORMED BY TENANT, UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY LANDLORD RELATED PARTY. All persons performing work in the Building at the request of Tenant will register with the Building manager prior to initiating any work. Upon completion of any Alterations, Tenant will provide Landlord with a copy of its building permit, final inspection tag and, if plans and specifications were required by Landlord, final \"as built\" plans and specifications, together with evidence of the lien free completion of such Alterations. Except for the Initial Improvements (which shall be governed by the Tenant Improvements Agreement), all Alterations now or hereafter placed or constructed on the Premises at the request of Tenant will be at Tenant's cost. If Landlord performs such Alterations on Tenant's behalf, the cost of such Alterations (plus a construction management fee equal to five percent \n\n OFFICE LEASE AGREEMENT- Page 21 \n\n [5%] of hard costs) will be payable as additional Rent by Tenant to Landlord within ten (10) days following Tenant's receipt of an invoice from Landlord. \n\n (b) Upon the expiration or early termination of this Lease, Tenant may remove its trade fixtures, office supplies and movable office furniture and equipment not attached to the Building provided (1) such removal is made prior to the termination or expiration of the Lease Term; (2) Tenant is not then in default in the timely performance of any obligation or covenant under this Lease; and (3) Tenant promptly repairs all damage caused by such removal. All other property at the Premises, any Alterations to the Premises, and any other articles attached or affixed to the floor, wall, or ceiling of the Premises shall, immediately upon installation, be deemed the property of Landlord and shall be surrendered with the Premises at the termination or expiration of this Lease, without payment or compensation therefor. If, however, Landlord so requests in writing, Tenant will, at Tenant's sole cost and expense, prior to the termination or expiration of the Lease Term, (i) remove any and all trade fixtures, office supplies and office furniture and equipment placed or installed by Tenant in the Premises, and any non-Building Standard Alterations (other than the Initial Improvements) installed by Tenant or installed by Landlord at Tenant's request in the Premises and which Landlord designated as being subject to removal at the time of approval, and will repair any damage caused by such removal, (ii) remove all of Tenant's telecommunications equipment and racks, including removal from and above the ceiling of the Premises or from risers or other Common Areas of all cabling installed by Tenant or for the exclusive use of Tenant, and Tenant will promptly repair, at Tenant's expense, any damage caused by such removal, and (iii) remove any Specialty Alterations and restore the Premises to substantially the same condition as existed prior to Tenant's installation of such Specialty Alterations. \n\n 16. Laws and Regulations; Disability Laws; Building Rules and Regulations. \n\n (a) Tenant, at Tenant's sole cost and expense, will comply with all current and future federal, state, municipal and other laws and ordinances applicable to the use of the Premises, the employees, agents, visitors and invitees of Tenant, and the business conducted in the Premises by Tenant, including, without limitation, all environmental laws and regulations; will not engage in any activity which would cause Landlord's fire and extended coverage insurance to be canceled or the rate increased (or, at Landlord's option, Landlord may allow Tenant to engage in such activity provided Tenant pays for any such increase in the insurance rate); and will not commit any act which is a nuisance or annoyance to Landlord or to other tenants in the Building or which might, in the reasonable judgment of Landlord, appreciably damage Landlord's goodwill or reputation, or tend to injure or depreciate the value of the Building. Without limiting the foregoing, Tenant will not place or permit to remain within the Premises any \" hazardous materials \" as such term is now or hereafter defined under applicable environmental laws, except cleaning supplies, copier toner or other similar type products commonly found in commercial office space, provided such items are properly labeled, stored and disposed of in accordance with all applicable governmental requirements. Notwithstanding the foregoing, nothing in this Section 16(a) will be construed as requiring Tenant to be responsible for any legal requirements applicable to the structural portions of the Premises, any restrooms within the Building (other than restrooms constructed by or at the special request of Tenant) or the Building Standard mechanical, electrical, plumbing or HVAC systems, unless the failure to comply with any such legal requirements is caused by Tenant or anyone acting for Tenant. \n\n OFFICE LEASE AGREEMENT- Page 22 \n\n (b) Tenant, at its sole cost, will be responsible for compliance with Disability Laws with respect to (1) the Premises, (2) the Initial Improvements, (3) all Alterations made to the Premises or any other acts of Tenant after the Commencement Date, (4) all requirements of Disability Laws that relate to the employer employee relationship or that are necessitated by the special needs of any employee, agent, visitor or invitee of Tenant and that are not required to be provided generally, including, without limitation, requirements related to auxiliary aids and graphics installed by or on behalf of Tenant (other than Base Building Signage), and (5) all requirements of Disability Laws that relate to private restrooms constructed by or at the special request of Tenant. Landlord, at its sole cost, will be responsible for compliance with Disability Laws with respect to the Common Areas and the Service Areas. Neither party will be in default under this Section 16(b) for its failure to comply with Disability Laws so long as the responsible party is either contesting in good faith, and by legal means, the enforcement of Disability Laws, or is undertaking diligent efforts to comply with Disability Laws. \n\n (c) Tenant will cooperate fully with Landlord, at all times, in abiding by all regulations and requirements which Landlord may prescribe for the proper functioning and protection of all utilities and services necessary for the operation of the Premises or the Complex and such other rules and regulations Landlord may prescribe in connection with any so-called green/LEED program(s) undertaken or maintained by Landlord, including, without limitation, surveys adopted by Landlord from time to time for the Building and maintaining and reporting utility consumption data in a format prescribed by Landlord. Landlord and its contractors will have free access to any and all mechanical installations in the Premises at all reasonable times upon prior written notice to Tenant (provided that no such notice or reasonable time requirement will be required in the case of emergency or to perform repairs or other services otherwise required by Landlord under this Lease), and Tenant agrees that there will be no construction of partitions or other obstructions which might interfere with the moving of the servicing equipment of Landlord to or from the enclosures containing said installations. Tenant further agrees that neither Tenant nor its employees, agents, licensees, invitees or contractors will at any time tamper with, adjust or otherwise in any manner adversely affect Landlord's mechanical installations in the Premises or the Complex. Further, Tenant will not knowingly use or operate the Premises in any manner that will cause the Premises, Building or Complex or any part thereof not to conform with Landlord's sustainability practices or the certification of the Premises, Building or Complex issued pursuant to any so-called green/LEED program(s) undertaken or maintained by Landlord. \n\n (d) Tenant will comply with the Rules and Regulations and will cause all of its agents, employees, contractors, invitees and visitors to do so. All changes to such Rules and Regulations will be sent by Landlord to Tenant in writing. Landlord will have no liability to Tenant or any other person for its failure to enforce the Rules and Regulations. \n\n (e) Tenant, at its sole cost and expense, will regularly monitor the Premises for the presence of mold or any conditions that reasonably can be expected to give rise to mold, such as by way of example but not limitation, water damage, mold growth, repeated complaints of respiratory ailments or eye irritation by persons occupying the Premises or any notice from a governmental authority of complaints of indoor air quality at the Premises. If Tenant discovers the existence of any mold or conditions referred to above, Tenant will notify Landlord and retain an industrial hygienist or other professional mold consultant to conduct an inspection and prepare a report for Tenant and \n\n OFFICE LEASE AGREEMENT- Page 23 \n\n Landlord. If the inspection report concludes that mold is present in the Premises due to the fault of Tenant, Tenant, at its sole cost and expense, will hire a contractor that specializes in mold remediation to prepare a remediation plan for the Premises. If the inspection report concludes that mold is present in the Premises due in whole or in part to actions, omissions or negligence of Landlord, Landlord will be responsible for the cost of such inspection and the cost of remediation to the extent of Landlord's responsibility for the presence of mold at or within the Premises. Any remediation plan will be subject to the approval of Landlord, which approval will not be unreasonably withheld or delayed. Upon Landlord's approval of the plan, the contractor will promptly carry out the work contemplated in the plan in accordance with applicable laws. To the extent required by applicable state or local health or safety requirements, occupants and visitors to the Premises will be notified of the conditions and the schedule for the remediation. Landlord will have a reasonable opportunity to inspect the remediated portion of the Premises after completion of the remediation. The contractor performing the remediation will provide a written certification to Landlord and Tenant that the remediation has been completed in accordance with applicable laws. To the fullest extent allowable under applicable laws, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties and the Property from and against any Claims in any manner relating to or arising out of any mold on the Premises to the extent resulting from the negligence, acts of failure to perform any obligations of Tenant pursuant to this Lease or any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant in connection with the remediation of any mold on the Premises. \n\n (f) Landlord may, but is not obligated to, contest the amount or validity, in whole or in part, of any Taxes. If Taxes are reduced (or if a proposed increase is avoided or reduced) because Taxes are contested, Landlord may include in its computation of Basi"
}

REAL_SOURCES = {
  "📄 REAL: Office lease — Alpharetta GA (SEC EX-10.131, 2021)": "https://www.sec.gov/Archives/edgar/data/1879403/000121390024033444/ea020177001ex10-131_larosa.htm",
  "📄 REAL: Office lease amendment — Boston (SEC EX-10.2, 2025)": "https://www.sec.gov/Archives/edgar/data/2023658/000202365825000098/exhibit102-116huntingtonxb.htm",
  "📄 REAL: Office lease — Addison TX (SEC EX-10.31, first 80k)": "https://www.sec.gov/Archives/edgar/data/1494259/000095017024020157/carg-ex10_31.htm"
}