LEASE ADDENDUM FOR ADDITIONAL SPACE
Exhibit 10.1
LEASE
ADDENDUM FOR ADDITIONAL SPACE (this “Agreement”) dated as of
the 20th
day of June 2019 between Celebration Pointe Office Partners II,
LLC, (hereinafter referred to as “Landlord”) and
SharpSpring Technologies,
Inc., (hereinafter referred to as “Tenant”).
WITNESSETH:
WHEREAS, Landlord, as landlord, and
Tenant, as tenant, entered into that certain agreement of lease
(the “Original
Lease”) dated as of April 18, 2018 covering a certain
rentable portion of the 3rd and 4th floors, (the
“Original
Premises”), in that building known as and located at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the
“Building”), as more
particularly described in said Original Lease, under the terms and
conditions contained therein; and
WHEREAS, Tenant wishes to add to the
Original Premises the rentable portion of the second (2nd) floor of the
Building, as indicated on the space plan annexed hereto and made a
part hereof as Exhibit “A”, the deemed rentable square
foot area of which Tenant acknowledges and agrees solely for
purposes of this Agreement shall be 17,950 rentable square feet,
and 16,468 useable square feet, (the “Additional Space”) for
the Additional Space Term (as hereinafter defined);
and
WHEREAS, subject to and in accordance
with the terms, covenants and conditions of this Agreement,
Landlord has agreed to permit Tenant to add the Additional Space to
the Original Premises; and
WHEREAS, Tenant and Landlord wish to
modify the Original Lease as set forth below, and the Original
Lease, as so modified by this Agreement, is hereinafter referred to
as the “Lease”. Terms used in
this Agreement and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Original
Lease.
NOW,
THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
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SUMMARY OF CERTAIN PROVISIONS
The following references furnish
data to be incorporated in the specified Sections of this Agreement
and shall be construed to incorporate all of the terms of the
entire applicable Section as fully set forth in this
Agreement:
1.
Building
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇.
2.
Additional
Space: Approximately 17,950 rentable square feet of Class A
office space located on the 2nd floor of the Office
Building 5001.
Useable Area of
the Additional Space:
●
“Built Space” = 2,633 square
feet
●
“To Be Built Space” = 13,835 square
feet
Rentable Area of
the Additional Space including load factor:
●
2nd floor with 9% load
factor = 17,950 square feet.
ARTICLE I
TERM
The term of the Lease for the
Original Premises shall be extended under the same terms, covenants
and conditions contained in the Original Lease, except to the
extent specifically modified by this Agreement, so that the term of
the Lease shall expire on such earlier date upon which the term of
the Lease shall expire, be canceled or terminated pursuant to any
of the conditions or covenants of the Lease or pursuant to
law.
ARTICLE II
ADDITIONAL SPACE
The Additional Space shall be added
to the Original Premises under all the applicable terms and
conditions of the Original Lease, except as modified herein, for a
term (the “Additional Space Term”)
which shall commence on the date (the “A.S. Commencement Date”)
which shall be the earlier of:
(a) The
date upon which Landlord delivers the Additional Space to Tenant
with Landlord’s Work (as hereinafter defined) substantially
completed; or
(b) The
date Tenant or anyone claiming by, under or through Tenant first
shall occupy any part of the Additional Space for the conduct of
Tenant’s business, (The “Premises,” as such termed
is defined in the Original Lease, shall consist of the Additional
Space and the Original Premises from and after the A.S.
Commencement Date).
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For avoidance of doubt,
Tenant’s obligations to pay rent on each of the “Built
Space” and “To Be Built” space” shall be as
set forth in Article IV.
ARTICLE III
CONDITION OF PREMISES
Section 3.01
Current
Occupancy.
(a) The
parties acknowledge that Tenant is currently in occupancy of the
Original Premises, has inspected the same in the Building, and is
fully familiar with the physical condition thereof and, unless
otherwise agreed by the parties, Tenant agrees to accept the
Original Premises as of the A.S. Commencement Date in its then
“as is” condition, exclusive of any latent defects,
which Landlord shall be responsible for repairing in accordance
with the terms of the Original Lease. Tenant acknowledges and
agrees that Landlord shall have no obligation to do any work in or
to the Original Premises in order to make it suitable and ready for
continued occupancy and use by Tenant.
(b) Tenant
acknowledges and agrees that: (i) it has inspected the
Additional Space, is fully familiar with the physical condition
thereof and agrees to accept possession of the Additional Space in
its then “as-is” condition as of the A.S. Commencement
Date, exclusive of any latent defects, which Landlord shall be
responsible for repairing in accordance with the terms of the
Original Lease, and (ii) Landlord shall have no obligation to
do any work in or to the Additional Space in order to make it
suitable and ready for occupancy and use by Tenant, except to the
extent expressly provided for in this Section 3, or in accordance
with Landlord’s Work Letter attached hereto and further
described in Section 3.02.
Section 3.02 “To Be
Built” Space. Landlord, at Landlord's sole expense,
shall construct the shell of the Office Building, that is known as
the “To Be Built” space, wherein the Premises is to be
located on the second floor, making up 13,835 useable square feet
of space, and otherwise perform the work described in Exhibit
“B” attached hereto ("Landlord's Work"), at
Landlord's expense, and shall complete such work in complete and
Turnkey Condition. Landlord shall obtain all certificates and
approvals necessary with respect to Landlord's Work, and shall
construct the Office Building to be LEED Certified. Acceptance of
possession of the Premises by Tenant shall be conclusive evidence
that Landlord's Work has been fully performed in the manner
required, subject to Punch List Items. Any items of Landlord's Work
that are not completed as of delivery of the Premises shall be
identified by Tenant on a Punch List submitted to Landlord within
fifteen (15) business days after such delivery, or as soon as
possible thereafter and Landlord shall thereafter complete the same
within thirty (30) days. Any items of Landlord's Work that are not
timely identified on such a Punch List shall be deemed completed to
the extent that they are capable of detection as of delivery of the
Premises. All work other than Landlord's Work to be carried out and
completed in the Premises is the responsibility of Tenant
(collectively, "Tenant's
Work"). Tenant acknowledges and agrees that the performance
of Landlord’s Work is expressly conditioned upon compliance
by Tenant with all the terms and conditions of the Lease, including
payment of Rent. Landlord shall be responsible for repairing any
latent defects located in the “To Be Built” space
during the Term.
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Landlord shall provide to Tenant a
space plan for Tenant’s approval. Tenant shall have ten (10)
days from the receipt of such space plan to approve the same or
notify Landlord in writing of any changes Tenant desires to make.
Failure to notify Landlord within those ten (10) days, will be
deemed approval of the space plan. Landlord shall have a reasonable
time in which to make agreed upon changes; thereby notifying Tenant
of completion of said changes. Tenant shall then have five (5) days
from receipt of the final space plan, to approve the same. Failure
to notify Landlord of any issues with the final space plan shall be
deemed approval of the final space plan.
Tenant shall have design drawings,
architect drawings, and permits approved and completed by no later
than August 1, 2019, so that construction may promptly begin
thereafter. Any changes delaying the same, shall be agreed to in
writing by both parties. Delays caused solely by Tenant’s
failure to meet the August 1, 2019 deadline (which, for avoidance
of doubt, shall not include any delays described in Article XVII in
the Original Lease), that are not agreed to in writing, shall not
affect the commencement of rent provided for under Section 4.01;
provided, however, that Tenant shall be entitled to one (1) day of
abated Rent set forth in Section 4.01 and any Additional Rent
attributable to the “To Be Built” space, for each day
that Tenant’s possession of or conducting business in the
“To Be Built” space is delayed as a result of delays
caused solely by Landlord (which, for avoidance of doubt, shall not
include any delays described in Article XVII in the Original
Lease).
Section 3.03 Current
“Built Space.” Tenant agrees to move into the
current “Built Space” known as Evolve Pilates, Suite
220, making up 2,633 of useable square feet of the second floor,
which includes the common area corridor as designated in the
attached Exhibit “A” space plan, contingent upon the
current tenant of the “Built Space” first vacating such
“Built Space.” Other than agreed upon changes, as
reflected in final space plan, Landlord shall make no improvements
or changes to the Built Space, and Tenant agrees to take the space
“as is”, exclusive of any latent defects, which
Landlord shall be responsible for repairing during the Term. Any
provisions otherwise should be addressed by Tenant pursuant to
provision 3.05 below. Notwithstanding anything contained in this
Agreement to the contrary, in the event Tenant is unable to conduct
its business in the “Built Space” as a result of
Landlord’s Work or other construction or improvements
relating to the “To Be Built” space, the parties agree
that Tenant shall be entitled to one (1) day of abated Rent
attributable to the “Built Space,” including the Rent
set forth in Section 4.02 and any Additional Rent attributable to
the “Built Space,” for each day that Tenant is unable
to conduct its business in such “Built Space” as a
result of such Landlord’s Work, construction or improvements.
Should Landlord and Tenant agree in writing that construction may
temporarily interfere with Tenant’s use of the “Built
Space”, prior to the commencement of such construction then
the above provision regarding abated Rent, shall not
apply.
Section 3.04 Tenant Improvement
Construction. Landlord and Tenant mutually agree that
Landlord shall remove part of the existing corridor and construct a
wall within the remaining corridor, as indicated in Exhibit
“A”. The wall which Landlord shall construct, shall be
temporary for the limited purpose to allow Tenant to begin
accessing the current “Built Space” with limited to no
interruption, while construction on the “To Be Built”
space continues.
Landlord and Tenant agree that in
the final phase of construction on the “To Be Built”
space, that Landlord shall remove this temporary wall.
Additionally, Landlord agrees to construct doorways as necessary to
combine the “Built Space” and “To Be Built”
spaces as Tenant may need. Landlord also agrees to convert the
existing wall in Room #1 facing the corridor, of the current
existing Evolve space, marked on Exhibit “A”, into a
glass wall of similar design, materials, cost and finishes as
Tenant has in its current third floor space conference
room.
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Landlord agrees to deliver the
“To Be Built” space in turnkey condition per
Tenant’s construction guidelines and specifications, as well
as the agreed to changes to the “Built Space” as
provided above, up to a $88.33/square foot budget. Tenant will work
with Landlord to develop plans, specifications, and pricing based
on similar finishes to Tenant’s existing office space,
including the number of square footage of offices and kitchens and
the overall quality and style of finishes, as compared to
Tenant’s existing space. If the build out cost is less than
$88.33/square foot, any savings will go to Landlord. Because
Landlord anticipates that the total cost of the build out will not
exceed $88.33/square foot, Landlord shall be responsible for the
costs associated with the build out in excess of this budgeted
amount. Notwithstanding the preceding sentence, any changes or
improvements that are made by Landlord to the Additional Space
during the buildout of such space as contemplated by this Section
that are (a) requested by Tenant or Tenant’s designated
agents, (b) consented to by Landlord (such consent not to be
unreasonably withheld, conditioned or delayed), and (c) made
by Landlord, or its agents, and (d) that cause such buildout to
exceed the agreed to budget, shall be the sole financial
responsibility of Tenant.
Section 3.05 Changes to
Landlord’s Work. Prior to the completion of the
Landlord’s Work, any changes in or additions to
Landlord’s Work, which shall be (a) requested by Tenant
or Tenant’s designated agents, (b) consented to by
Landlord (such consent not to be unreasonably withheld, conditioned
or delayed), and (c) made by Landlord, or its agents, shall be
paid for by Tenant promptly when billed at the net additional out
of pocket cost to Landlord. Any further changes in or additions to
the Additional Space after Landlord’s Work has been
completed, which shall be (a) requested by Tenant or
Tenant’s designated agents, (b) consented to by Landlord
(such consent not to be unreasonably withheld, conditioned or
delayed), and (c) made by Landlord, shall be paid for by
Tenant promptly when billed at cost. For clarification purposes,
this section applies to additions or changes requested by Tenant,
after the budget provided for in Section 3.04 has been exhausted.
In the event of the failure of Tenant to pay for said changes or
additions, Landlord at its option may consider the cost thereof,
plus the above percentages, as Additional Rent payable by Tenant
and collectible as such hereunder, as part of the rent for the next
ensuing months.
Section 3.06 Landlord
Liability. If Landlord shall be unable to give possession of
the Additional Space on or before A.S. Commencement Date because of
the retention of possession of any occupant thereof, alteration or
construction work, or for any other reason, Landlord shall not be
subject to any liability for such failure. In such event, this
Agreement shall stay in full force and effect, without extension of
the Additional Space Term. However, the Rent payable hereunder with
respect to the Additional Space shall not commence until the
Additional Space is available for occupancy by Tenant.
Section 3.07 “Punch List
Items”. Landlord’s Work shall be deemed to be
substantially completed notwithstanding that (i) minor or
non-material details of construction, mechanical adjustment or
decoration remain to be performed which do not materially interfere
with Tenant’s use of the Additional Space for the conduct of
Tenant’s business (collectively, the “Punch List Items”) or
(ii) a portion of Landlord’s Work is incomplete because
construction scheduling requires that such work be done after
incomplete finishing or after other work to be done by or on behalf
of Tenant is completed, provided that Tenant may use the Additional
Space for its intended purpose hereunder without material
interference as a result of such incomplete work. Landlord hereby
agrees that within thirty (30) days after Landlord’s
receipt of a written notice from Tenant identifying any purported
Punch List Items that require Landlord’s completion, Landlord
shall complete said Punch List Items.
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ARTICLE IV
RENT AND ADDITIONAL SECURITY FOR ADDITIONAL SPACE
Section 4.01 Rent for “To
Be Built Space”. Rent shall be paid on the “To
Be Built Space” of the second floor according to the rental
chart below. Rent will commence on this space upon the earlier of
a) Tenant
conducting business in the space, b) Tenant taking possession of
space, c) Landlord providing notice that the space is ready and
available for immediate possession, or d) July 1, 2020; provided,
however, that unless Tenant elects to conduct business in the space
or takes possession of the space pursuant to a) or b) above, that,
in no event shall the rental obligations of the “To Be
Built” space commence earlier than ten (10) months after the
commencement of Tenant’s obligation to pay rent on the
“Built Space” as provided in Section 4.02
below.
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To Be Built Space
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Estimated Rentable Area of the Premises
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Lease
Year
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Base Rent (prsf)
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CAM Element (psf)
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Minimum Rent (prsf)
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Annual Minimum Rent
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Monthly Minimum Rent
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July
2020 – Oct. 31st
2020
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$17.00
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$6.16
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$23.16
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13,835
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$106,806
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$26,701.55
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3
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$18.00
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$6.16
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$24.16
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13,835
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$334,254
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$27,854.47
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4
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$18.00
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$6.16
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$24.16
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13,835
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$334,254
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$27,854.47
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5
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$19.00
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$6.16
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$25.16
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13,835
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$348,089
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$29,007.38
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6
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$19.00
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$6.16
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$25.16
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13,835
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$348,089
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$29,007.38
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7
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$20.00
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$6.16
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$26.16
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13,835
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$361,924
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$30,160.30
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8
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$20.00
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$6.16
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$26.16
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13,835
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$361,924
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$30,160.30
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9
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$21.00
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$6.16
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$27.16
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13,835
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$375,759
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$31,313.22
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10
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$21.00
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$6.16
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$27.16
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13,835
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$375,759
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$31,313.22
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Does not include Taxes or Insurance
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Rent Begins July of 2020 and follows the lease for Floors 3 and
4
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Floors 3 and 4 year 1 began November 2018
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Rent Follows the original lease timing (July 2020 - October 2020 =
Year 2)
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Subsequent Years mirror the Original Lease dates
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Rent Commencement Projected July 2020
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Section 4.02 Rent for
“Built Space”. Rent shall commence on
the current “Built Space” known as Evolve Pilates,
Suite 220, including common area and corridor, pursuant to the
rental chart below, upon the earlier of a) Tenant conducting
business in the space, b) Tenant taking possession of space, c)
Landlord providing notice that the space is ready and available for
immediate possession, or d) September 1, 2019.
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Built Space
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Estimated Rentable Area of the Premises
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Lease
Year
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Base Rent (prsf)
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CAM Element (psf)
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Minimum Rent (prsf)
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Annual Minimum Rent
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Monthly Minimum Rent
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Sept
2019 – Oct. 31st
2019
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$17.00
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$6.16
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$23.16
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2,633
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$10,163
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$5,081.69
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2
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$17.00
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$6.16
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$23.16
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2,633
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$60,980
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$5,081.69
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3
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$18.00
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$6.16
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$24.16
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2,633
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$63,613
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$5,301.11
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4
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$18.00
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$6.16
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$24.16
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2,633
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$63,613
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$5,301.11
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5
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$19.00
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$6.16
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$25.16
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2,633
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$66,246
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$5,520.52
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6
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$19.00
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$6.16
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$25.16
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2,633
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$66,246
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$5,520.52
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7
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$20.00
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$6.16
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$26.16
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2,633
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$68,879
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$5,739.94
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8
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$20.00
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$6.16
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$26.16
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2,633
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$68,879
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$5,739.94
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9
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$21.00
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$6.16
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$27.16
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2,633
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$71,512
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$5,959.36
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10
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$21.00
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$6.16
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$27.16
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2,633
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$71,512
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$5,959.36
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Does not include Taxes Insurance
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Rent Begins September of 2019 and follows the lease for Floors 3
and 4
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Floors 3 and 4 Year 1 began November 2018
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Yr 1 is a partial Year to mirror original lease
(Sept. 2019 – October 31st
2019)
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Subsequent Years mirror the Original Lease dates
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Rent Commencement Projected September 2019
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Section 4.03 Gross Rent.
In addition to the payment of Rent as hereinabove provided, Tenant
shall pay Additional Rent for the Additional Space effective as of
the A.S. Commencement Date in accordance with all applicable
provisions of the Original Lease as the same applies to the
Original Premises; provided however, that as of the A.S.
Commencement Date, for purposes of the Lease, the phrase
“24,288 useable square feet” shall be increased by
“16,468 useable square feet”, so that the total useable
square footage of the Premises shall be deemed to be “40,756
useable square feet” and “44,658 rentable square
feet”, which includes a 9% load factor for the Additional
Space. The gross rent for the total square footage of the
2nd,
3rd, and
4th floors
shall be payable in the amount and pursuant to the Rent Schedule as
provided for in the Acknowledgment of Lease Terms, attached hereto
as Exhibit “C”. Payment of the amount indicated in the
Acknowledgment of Lease Terms shall commence on the date the
Acknowledgment of Lease Terms is executed by Landlord and
Tenant.
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Section 4.04 Upon execution of this
Agreement, Tenant shall deposit with Landlord the sum of
twenty-five thousand dollars ($25,000.00) as additional security
for the performance of Tenant’s obligations accruing under
the Lease, as modified by this Agreement (the “Additional Space
Security”). The Additional Space Security shall be
held and applied by Landlord at Landlord’s discretion should
Tenant not perform Tenant’s obligations accruing under this
Agreement and the Lease. If Tenant shall fully perform every
provision of this Lease to be performed by Tenant, the Additional
Space Security, or any balance thereof (i.e., after deducting
therefrom all amounts to which Landlord is entitled under the
provisions of the Lease), shall be returned to Tenant (or, at
Landlord’s option, to the last assignee of Tenant’s
interest hereunder) within sixty (60) days after the expiration or
earlier termination of this Lease.
ARTICLE V
UTILITIES AND LANDLORD SERVICES
Section
5.01 Utilities/Landlord
Services
(a)
Landlord agrees to furnish the following
services at Landlord's sole costs and expense:
i.
heat and air conditioning for the Building
(including, without limitation, the Premises and the interior
Common Areas) at reasonably comfortable temperatures and standard
for buildings of similar class, size, age and location, or as
required by governmental authority; such services to be provided
from 8:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m. to 1:00
p.m. on Saturdays (except on New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas and such
other public holidays hereafter created by governmental authority
and designated by Landlord), or such shorter period as may be
prescribed by any applicable policies or regulations adopted by any
utility or governmental agency;
ii.
elevator service, lighting replacement for the
entire Building (including, without limitation, the Premises and
the Common Areas, as applicable), and regular janitorial and
restroom supplies for the Common Areas;
iii.
maintenance and repair in accordance with
Section 6.1 of the Original Lease;
iv.
subject to Section 6.3 of the Original Lease,
all utilities other than electricity (including, without
limitation, water and sewer) to the Building (including, without
limitation, the Common Areas, as applicable) 24 hours per day,
seven days per week; provided, however, that Tenant (A) shall be
responsible for procuring all telephone, internet, electricity, and
janitorial services used in the Premises and (B) shall pay all
charges incurred for such services directly to the applicable
service provider; and
v.
Landlord shall, upon Tenant's request, provide
after-hours heating and air conditioning for times beyond the hours
of operation set forth in Section 5.01(a)(i) at the rate of $35.00
per hour.
(b) Landlord
shall not be in default hereunder or be liable for any damages
directly or indirectly resulting from, nor shall Rent be abated by
reason of, (i) the installation, use or interruption of use of any
equipment in connection with the furnishing of any of the foregoing
services, (ii) failure to furnish or delay in furnishing any such
services when such failure or delay is caused by accident or any
condition beyond the reasonable control of Landlord or by the
making of necessary repairs or improvements to the Premises or to
the Office Building, or (iii) the limitation, curtailment,
rationing or restrictions on use of water, electricity, gas or any
other form of energy serving the Premises or the Office Building
not caused by Landlord. Landlord shall use best efforts to promptly
remedy any interruption in the furnishing of such
services.
Page 8
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ARTICLE VI
PARKING
In addition to the parking provided
to Tenant in the Original Lease under Section 6.4, Landlord agrees
to provide Tenant with five (5) additional reserved parking spaces
in the existing Surface Lot that is located within the area
identified as P-1 Facility under the Lease, and marked on the
Parking Lot Map attached hereto as Exhibit “D”.
Additionally, for clarification purposes under the Original Lease,
the non-reserved spots in the Surface Lot are on a first come first
serve basis and the P-2 Facility is the primary parking for
overflow.
ARTICLE VII
EXPANSION OPTION AND RENEWAL OF LEASE
Section 21.33 of the Original Lease
provides for a Right of Expansion (“Expansion Option”). The
Expansion Option shall be deemed not to apply to the Additional
Space and Tenant shall not have the Right to Renew
(“Renewal
Option”) the term of the Original Lease in respect of
only the Additional Space. Notwithstanding the foregoing,
Tenant’s Expansion Right and Renewal Option, set forth in the
Original Lease, shall be deemed to be and is hereby modified:
(i) to apply to either the Original Premises, or the
Additional Space and the Original Premises as a single unit (i.e.,
Tenant may exercise the Expansion Option and Renewal Option
contained therein only as to the Original Premises or the Original
Premises and the Additional Space together, and not merely as to
the Additional Space alone), subject to and in accordance with all
other terms and conditions contained in said Lease.
ARTICLE VIII
REPORTING
Should SharpSpring, Inc. (the
“Parent”) company of
Tenant, cease to be a publicly held company, defined by the SEC as
a corporation, the outstanding voting stock of which is registered
under Sections 12(b) or 12(g) of the Securities Exchange Act of
1934, as amended, Tenant shall be required to provide certain
financial reports to Landlord of the Parent and its subsidiaries
upon the request of Landlord. Should Landlord request it, Tenant
shall provide within 180 days after the close of each fiscal year
of the Parent, the consolidated balance sheets of the Parent and
its subsidiaries as at the end of such fiscal year and the related
consolidated statements of operations and changes in shareholders
equity and of cash flows for such fiscal year setting forth
comparative figures for the preceding fiscal year and audited by
independent certified public accountants, to the effect that such
consolidated financial statements fairly present, in all material
respects, the financial position and results of operations of the
Parent and its subsidiaries on a consolidated basis in accordance
with GAAP. Failure to have such authorization upon execution of
this Agreement will be considered a material breach, and the Lease
and this Agreement considered in default.
Page 9
of 25
ARTICLE IX
SIGNAGE
Tenant shall have the right to
install, at Tenant's sole cost and expense, an illuminated logo on
the monument sign located on the exterior of the Office Building.
The design of the signage in the foregoing sentence shall be
subject to Landlord's prior written approval, which shall not be
unreasonably withheld, conditioned or delayed. The right granted to
Tenant by this Article IX shall be in addition to, and not in lieu
of, any rights Tenant has to install signage on or in the Building
or the Premises contained in the Original Lease.
ARTICLE X
SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon
and inure to the benefit of the parties and their respective
successors and permitted assigns.
ARTICLE XI
ENTIRE AGREEMENT
The Lease, as modified by this
Agreement, represents the entire understanding between the parties
with regard to the matters addressed herein and may only be
modified by written agreement executed by all parties hereto. All
prior understandings or representations between the parties hereto,
oral or written, with regard to the matters addressed herein, other
than the Lease, are hereby merged herein. Tenant acknowledges that
neither Landlord nor any representative or agent of Landlord has
made any representation or warranty, express or implied, as to the
physical condition, state of repair, layout, footage or use of the
Additional Space or any matter or thing affecting or relating to
the Additional Space except as specifically set forth in this
Agreement. Tenant has not been induced by and has not relied upon
any statement, representation or agreement, whether express or
implied, not specifically set forth in this Agreement. Landlord
shall not be liable or bound in any manner by any oral or written
statement, broker’s “set-up,” representation,
agreement or information pertaining to the Additional Space or this
Agreement furnished by any real estate broker, agent, servant,
employee or other person, unless specifically set forth herein, and
no rights are or shall be acquired by Tenant by implication or
otherwise unless expressly set forth herein.
Page 10
of 25
ARTICLE XII
EFFECTIVENESS
This Agreement shall not be binding
upon Landlord and Tenant until executed and delivered by both
Landlord and Tenant.
ARTICLE XIII
RATIFICATION
The parties acknowledge and agree
that, except as otherwise specifically stated herein, the Original
Lease has not been modified and remains in full force and effect,
Landlord has not waived any requirement of the Original Lease,
neither party is in breach of the Original Lease and neither party
has a claim for any failure of the other party to perform its
obligations under the Original Lease.
ARTICLE XIV
NO BROKERS/INDEMNIFICATION
Each party represents to the other
that such party has had no dealings or negotiations with any broker
or agent in connection with the consummation of this Agreement
other than Front Street Commercial Real Estate Group (the
“Broker”) and each party
covenants and agrees to defend, hold harmless and indemnify the
other from and against any and all cost, expense (including
reasonable attorneys’ fees) or liability resulting from the
inaccuracy of the foregoing representation by the applicable party.
Landlord shall pay commissions due the Broker in connection with
this Agreement, if any, pursuant to the terms of separate
agreements between Landlord and Broker.
ARTICLE XV
MISCELLANEOUS
Section 13.01
Miscellaneous
Provisions.
(a)
The captions in this Agreement are for
convenience only and are not to be considered in construing this
Agreement.
(b)
This Agreement shall be construed without regard
to any presumption or other rule requiring construction against the
party causing this Agreement to be drafted.
(c)
If any provision of this Agreement or its
application to any person or circumstances is invalid or
unenforceable to any extent, the remainder of this Agreement, or
the applicability of such provision to other persons or
circumstances, shall be valid and enforceable to the fullest extent
permitted by law and shall be deemed to be separate from such
invalid or unenforceable provisions and shall continue in full
force and effect.
(d)
This Agreement may be
executed in multiple counterparts (including electronic [.PDF] or
facsimile counterparts), each of which shall be deemed an original,
and all such counterparts shall together constitute one and the
same instrument.
(e)
In the event of a conflict
between the terms of this Agreement and the other terms of the
Original Lease, the terms of this Agreement shall
control.
(f)
This Agreement shall be
governed by, and construed in accordance with, Florida
law.
[SIGNATURES
COMMENCE ON FOLLOWING PAGE]
Page 11
of 25
IN
WITNESS WHEREOF, Landlord and Tenant have duly executed this
Agreement as of the day and year first above written.
LANDLORD:
CELEBRATION POINTE OFFICE PARTNERS II,
LLC, a
Florida limited liability
company
By:
SHD-CELEBRATION
POINTE, LLC,
a Florida limited
liability company, Manager
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Manager
TENANT:
SHARPSPRING
TECHNOLOGIES, INC,
a Delaware
corporation
By:
/s/ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO
Page 12
of 25
EXHIBIT "A"
Second
Floor - Space
Plan
Page 13 of 25
EXHIBIT "B"
Landlord's Work
Construction Lease Exhibit
- Landlord Build-out of Tenant
Space
Landlord is to provide the following scope of work
to, at, or near the Tenant space, The scope of work includes both
the Base
Building and
Landlord
Build-out of Tenant space as
required by the Lease,
and/or building code.
Items which are not specifically mentioned below shall
be provided by Tenant at Tenant's sole expense.
The Base Building shall consist of the following: (a) the Building
shell and exterior, (b) the core areas, including necessary
mechanical, electrical, sprinkler, life safety, heating, air
conditioning, ventilation and structural systems, (c) ADA compliant
Path-of-Travel to the Premises, including to the restrooms serving
the Premises,
(d) public stairways, (e) tenant
corridors, if required (f)
elevators, (g) parking, (h) exterior
hardscape and landscaping, and the items described below
(collectively referred to as the "Base
Building").
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BASE BUILDING
Structure:
|
A structural system designed to carry loads in
accordance with and to meet all governing codes. Structural system
may include foundations, beams, columns, bar joists, suspended
floors, roof deck system, and roofing. The building superstructure,
at-grade and above-grade supported floor slabs are constructed of
structural steel members and/or reinforced cast-in-place structural
concrete constructed in accordance with the base building contract
documents. The base building structure consists of steel columns,
beams and joists with spray applied fire proofing and exposed metal
decking.
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BASE BUILDING
Exterior Walls:
|
Perimeter walls shall be constructed with exposed
framing studs. The finished drywall and any additional insulation
will be completed by Landlord as
defined in the Landlord build-out of the tenant space.
Aluminum framed storefront windows shall be installed in accordance
with the base building contract documents.
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BASE BUILDING
Interior Walls:
|
Demising
Walls: Metal stud demising
walls from floor slab to underside of deck with gypsum board,
insulation and sealants required for fire rating, sound
attenuation, and /
or thermal transmittance per code and in accord with base building
drawings.
Core
Walls: All core walls on lease side of the floor will
have gypsum wallboard installed, taped and finished, ready to
receive finishes,
Core
Doors: All exposed core door
openings shall be completed with painted hollow metal
frames, finished
solid core wood doors and
hardware
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BASE BUILDING
Mechanical:
|
Rooftop AHU's:
Air Handling Units mounted on
the roof of the building shall be installed as part of
the Base Building. The size of the AHU units
and provided CFM will be sufficient to properly serve the Tenant
Space.
Ducts:
Ducts for exhaust and make-up air shall be stubbed into Tenant
Space from vertical shafts in the building core. Dampers will be
installed where requiredby code within
the ducts associated with the Base
Building
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BASE BUILDING
Electrical/Data:
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Power:
A 480/277V, 3 phase panel will be provided in the base building
electrical closet and a 120/208V sub-metered panel will be provided
to Tenant space. Electrical room will include electrical distribution panels
Data:
Telephone, data, and cable TV services will be available from a
centralized telecommunications room. An empty 1" conduit will be
stubbed into the Tenant space from the main telecommunications room. The Data
room will include a telephone
backboard.
|
Last revised: April
4, 2018
Construction Lease Exhibit
Landlord Build-out of Tenant Space
|
BASE BUILDING
Plumbing:
|
Landlord
has provided roof storm drains, piping, valves, fixtures, and
equipment, as required to meet base building, minimum code, or
utility company requirements and Landlord's plan requirements.
Locations of all existing and proposed piping may be within Tenant
space.
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BASE BUILDING
Restrooms:
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Finished
Building standard, ADA and code compliant restrooms will be
installed on the Tenant's floor of the building. Finishes will
include ceramic tile on floors and wet walls, countertops, mirrors,
lighting, ceilings, toilet partitions, toilet accessories, plumbing
fixtures, and all mechanical, plumbing, and lighting services. The
restrooms will comply with current codes and
Base Building contract documents. Domestic hot water heater and
associated piping to serve the Base Buildingrestrooms.
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BASE BUILDING
Sprinklers:
|
Risers,
loops and branch piping with upturned heads which meet the
code
requirements for coverage in an
unoccupied building will be installed as part of the Base Building
scope of work. The Base Building system will be a
hydraulically calculated fire sprinkler main system to
the Tenant space including mains, standpipes, sprinkler risers,
grids, and/or sprinkler heads to meet minimum local code,
fire department, NFPA and Landlord's insurance underwriting
requirements
The Base Building scope of work shall also
provide fire department hose connections, tamper and
flow alarms zoned on a full or partial floor basis, required
annunciation, fire department inspection stations and main
sprinkler piping on each floor. All piping shall be hydraulically
sized and placed in locations as determined and as required by the
municipal authorities. Landlord shall also provide visual and
audible alarms and central annunciation panels to meet minimum base
building code requirements. Landlord shall provide all sprinkler
drainage systems in locations and as required by the municipal
authorities.
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BASE BUILDING
Life Safety:
|
A
new addressable fire alarm system and devices compliant with all
applicable codes will be installed. Code minimum
fire alarm activations and notification devices will be provided in
each Tenant space. The building wide fire alarm system shall
include fire alarm panels sized appropriately to accommodate
typical office occupancy and density as defined in the lease
agreement.
Landlord,
as part of the Base Building, will provide card reader access at
the main ground floor entries of the Building
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BASE BUILDING
Elevator Lobby
|
The passenger elevator lobbies shall be complete
with elevator doors and frames, which will be stainless steel and
call buttons and hall lantern, face plates
all of which will be stainless steel. The lobbies will include code
required signage.
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Page 2 of 5
Construction Lease Exhibit
Landlord Build-out of Tenant Space
In addition to the Base Building scope, the Landlord will provide
the build-out of the Tenant space including tenant walls, tenant
flooring finishes, tenant ceiling finishes, tenant lighting, fully operational tenant HVAC
system, tenant electrical, tenant plumbing system, and tenant fire
protection system. These items are described below and are
collectively referred to as "Tenant Space build-out by
Landlord"
|
TENANT SPACE
Floor Finishes:
|
Flooring throughout the tenant space shall consist of the following
materials:
Carpet Tile
- Commercial grade carpet
tile manufactured by Interface and/or ▇▇▇▇, or
equivalent carpet tile as approved by Tenant. Carpet tile will be
the predominant flooring material and utilized in open office
areas, closed offices, flex offices, conference rooms,
collaboration spaces, phone booths, lounge areas, and storage
rooms.
Interface:
Bike Path Collection
Interface:
Human Nature Collection
▇▇▇▇:
Color at Work
Porcelain Tile
- Commercial grade porcelain tile will
be utilized in the elevator lobby,
restrooms, restroom
vestibules, shower room, and kitchen.
Basis of design for porcelain tile to match the installed tile on
the 3rd
and 4th floors.
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TENANT SPACE
Interior Walls:
|
Metal stud and drywall partitions to be provided
as shown on the 2nd floor plan dated 5-15- 2019. Partitions adjacent
to areas with exposed structure, conference rooms, restrooms,
shower room,
and video studio to be full height
partitions extending from floor to deck and will
contain acoustical insulation. Partitions between offices that
contain acoustical ceilings will have drywall extending 6" above
the finished ceiling and will contain acoustical
insulation.
All walls to be taped,
sanded, primed and painted with 2 coats of paint with colors as
approved by tenant. Specific walls will receive decorative wood and
porcelain tile finishes pending approval of tenant. ASI wood panels
are to be used as basis of design. Painted walls to
receive a 4" cove base using Flexco Wallflowers as basis
of design.
Glazing areas within walls as shown on the
2nd
floor plan dated 5-15-2019, shall have interior storefront matching
third and fourth floor as basis of
design. The width of these glazed areas to be per plans with
heights of 8 feet.
Doors
are to be solid core pre-finished flush wood veneer with 5 ply
construction. Typical door sizes to be 3' x 8'. Doormerica to be
used as basis of design.
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TENANT SPACE
Kitchens:
|
In addition to the plumbing fixtures, the kitchen
shall receive
base cabinets with laminate finish,
upper shelving with laminate finish, solid surface countertops, and
porcelain tile backsplash. The kitchen will also receive a
bar-height solid-surface counter for seating. The kitchen
will have leave-out areas for the tenant provided
refrigerators, freezers, and microwaves.
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Page 3 of 5
Construction Lease Exhibit
Landlord Build-out of Tenant Space
|
TENANT SPACE
Ceiling Finishes:
|
Finished
ceilings shall be provided throughout the Tenant space at the
following areas: Elevator Lobby, Lounges, Video Studio, Restrooms,
Phone Booths, Offices (including Flex Offices),
Conference/Collaboration Rooms, Storage Rooms, Kitchen, and Shower
Room. These ceilings shall consist of the following
systems:
Drywall
- Drywall ceilings to consist of minimum ½" drywall on metal
stud framed system or suspended drywall grid system. Drywall to be
taped, sanded, primed and painted with 2 coats of paint with colors
as approved by tenant.
Acoustical Ceiling
Tile (ACT): ACT ceilings to be
2'x2' or as shown on reflected ceiling plans. The acoustical
ceiling tile basis of design is ▇▇▇▇▇▇▇▇▇ Ceilings Ultima tegular
with fine finish. The suspended ceiling grid system basis of design
is ▇▇▇▇▇▇▇▇▇ Ceilings Suprafine XL 9/16" Exposed Tee System with
white finish
Exposed to Structure
(ETS): The open office areas as
well as the walking areas between the offices and core areas are to
be exposed to structure. The exposed structure is to be primed and
painted with 2 coats of paint. The primer and paint must be
compatible with the existing spray applied fire
proofing.
Acoustical Control
Systems: The open office areas
with exposed structure will utilize an acoustical control system to
reduce sound reverberation within the space. These systems may
include, but are not limited to, vertically mounted sound baffles,
horizontally mounted sound baffles, a spray applied acoustical
treatment, and/or suspended sound absorbing
panels.
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TENANT SPACE
Electrical Lighting:
|
Overall lighting will consist of a combination of
Direct and Indirect light fixtures. Wherever possible, LED light
fixtures will be used. The lighting types and
locations will be similar to the 3rd and 4th floor.
Final lighting layouts and quantities
will be determined based upon calculated light levels and selected
fixtures. Scope of work to include light fixtures,
wiring, conduit, and switches
necessary to install the light fixtures. The following lighting
types shall be incorporated into the Tenant
Space.
Linear
LED's: installed as suspended,
recessed, or surface mount. Lumium is the
manufacturerused as basis of design with their Nitrogen or
Iridium series of fixtures. These fixtures may be downlights,
uplights, or combination depending upon the intended
location.
4" aperture LED
downliqhts: installed as
recessed or surface mounted can lights. Recessed fixtures will be
utilized at areas where there is a drywall or ACT ceiling. Surface
mounted fixtures will be utilized at areas with exposed
structureand no ceiling exists.
Commercial
downlights by Philips Lightolier are the basis of
design.
2x2 or 2x4 LED
Troffer: As an alternate
lighting solution to the Linear LED fixtures, the Tenant may
consider utilizing a high efficiency reflector fixture
such as LCAT 22 by Columbia Lighting.
Pendant mount
decorative fixtures: limited to select
design areas such as lobby, conference rooms, kitchen, and lounges.
Final selection to be determined by Tenant within
the budgetary limitations.
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Page 4 of 5
Construction Lease Exhibit
Landlord Build-out of Tenant Space
|
TENANT SPACE
Electrical Power:
|
All
electrical equipment required to service the space, including, but
not limited to, panels, disconnects, wiring, conduit, and boxes
shall be provided. Sub-meters for the purpose of monitoring the
Tenant's power usage as required in the lease will be
provided.
Outlet locations to be per code based on the
2nd
floor plan layout dated 5-15-2019.
Outlets, switches, outlet covers, and switch covers to be white.
Outlets will be wall mounted unless a condition exists where not
possible to serve the individual
space and its function. In these cases, a floor box may be
utilized.If furniture feed
connections are required for systems furniture, Tenant is to
provide to the Landlord and Landlord architect the specific
furniture requirements of the furniture systems being served by the
furniture feeds.
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TENANT SPACE
Telephone/Data:
|
A
cable tray loop will be provided within the Tenant Space for the
Tenants use. The cable routing for phone and data is to be by
Tenant.
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TENANT SPACE
Mechanical:
|
Landlord shall furnish and install metal supply
duct, return duct, dampers, diffusers, and grilles
throughout the
Tenant Space and shall be responsible
for locating and wiring any thermostat controls for the HVAC units.
The HVAC system shall consist of VAV boxes within the Tenant Space.
The Server/IT room shall be provided with a dedicated split system
(VRF).
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TENANT SPACE
Plumbing:
|
A
water flow meter to monitor the Tenants usage will be
installed
Landlord to provide cold water piping, hot water
piping, and wastewater piping to the following areas within the
Tenant Space: (2) single occupancy restrooms, (1) shower room, and
kitchen. The associated water heaters will be electric, sized
appropriately, and installed within the tenant
space.
Each of the (2) single
occupancy restrooms shall have a toilet and sink/faucet. The (1)
Shower Room shall have a toilet, sink/faucet, and
shower/faucet. The Kitchen will have a 2 compartment sink/faucet
and an under-counter
dishwasher.
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TENANT SPACE
Fire Protection:
|
The sprinkler system that was installed as part of
the Base Building will be modified by the Landlord by
adding, relocating,
and turning down existing heads
to meet code requirements of the Tenant Space.
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TENANT SPACE
Life Safety:
|
Fire and
Life-safety systems will be installed within the Tenant
Space including exit signs, code required intercoms, code required
signals, and fire extinguishers.
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Page 5 of 5
EXHIBIT "C"
Acknowledgment of Lease Terms
Page 22 of 25
ACKNOWLEDGEMENT OF LEASE TERMS
As
Tenant, SharpSpring Technologies, Inc., and
Landlord, Celebration Pointe Office
Partners II, LLC, to the Lease Agreement dated April 18,
2018, and Lease Addendum for Additional Space dated
_____________________, 2019, we acknowledge the
following:
1.
The total
useable square
footage provided by Landlord to Tenant is 40,756, and the total
rentable square
footage is 44,658, which includes the 2nd floor,
4th floor,
and part of the 3rd floor of the 5001
Building at Celebration Pointe, Gainesville, Florida.
2.
Upon execution of
this Acknowledgement, total gross rent shall be due the first of
each month in accordance with the rent schedule below:
|
Total
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||||||
|
|
|
|
|
Estimated Rentable Area of the Premises
|
|
|
|
Lease Year
|
Base Rent (prsf)
|
CAM
Element
(prsf)
|
Minimum Rent (prsf)
|
Annual Minimum Rent
|
Monthly Minimum Rent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
$
|
$6.16
|
$
|
|
$
|
$
|
|
4
|
$
|
$6.16
|
$
|
|
$
|
$
|
|
5
|
$
|
$6.16
|
$
|
|
$
|
$
|
|
6
|
$
|
$6.16
|
$
|
|
$
|
$
|
|
7
|
$
|
$6.16
|
$
|
|
$
|
$
|
|
8
|
$
|
$6.16
|
$
|
|
$
|
$
|
|
9
|
$
|
$6.16
|
$
|
|
$
|
$
|
|
10
|
$
|
$6.16
|
$
|
|
$
|
$
|
|
Does not include Taxes or Insurance
|
||||||
3.
Reserved.
4.
Upon execution of
this Acknowledgement, the Expiration Date of the Original Lease
shall remain unchanged and the Additional Space Term shall be
scheduled to expire on the last day of the calendar month that is
ten (10) years following the date of the Original
Lease.
Page 23 of
25
IN WITNESS WHEREOF, Landlord and Tenant
have duly executed this Acknowledgment as of _______ day of
___________________, 20_____.
LANDLORD:
CELEBRATION POINTE OFFICE PARTNERS II,
LLC, a
Florida limited
liability company
By:
SHD-CELEBRATION
POINTE, LLC,
a Florida limited liability company,
Manager
Name: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Title:
Manager
TENANT:
SHARPSPRING
TECHNOLOGIES, INC,
a Delaware
corporation
By:
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO
Page 24 of
25
EXHIBIT “D”
Parking Lot Map
Page 25 of
25