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EXHIBIT 10.1




OFFICE LEASE AGREEMENT




STATE OF TEXAS




COUNTY OF DALLAS




     THIS LEASE AGREEMENT made and entered into as of the _10th day of January, 2006, by and
between the Landlord and Tenant hereinafter named.



W I T N E S S E T H:




     1. Definitions and Basic Provisions. The following definitions and basic provisions shall be
used in conjunction with and limited by the reference thereto in the provisions of this lease:



	 	 	 	 	 	 	 
	 

	 	(a)
	 	“Landlord”:
	 	TR Plano Parkway Partners, L.P., a
Georgia limited partnership doing business in Texas as TRGA Plano Parkway Partners, L.P.
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	“Tenant”:
	 	ViewCast.com, Inc.
	 

	 	 	 	 	 	d/b/a ViewCast Corporation
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	“Premises”:
	 	3701 W. Plano Parkway
	 

	 	 	 	 	 	Suite 300

	 

	 	 	 	 	 	Plano, Texas 75075





as generally outlined on the plan attached hereto as Exhibit “A.” The term “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 adjacent tenants, the slab penetration line of all 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” shall be calculated in
accordance with ANSI Z65.1 – 1996, as promulgated by the Building Owners and Managers Association
(BOMA). The rentable area in the leased Premises has been calculated on the basis of the foregoing
definition and is hereby stipulated for all purposes hereof to be 18,676 square feet of rentable
area, whether the same should be more or less as a result of a minor variation resulting from
actual construction and completion of the leased Premises for occupancy so long as such work is
done in accordance with the terms and provisions hereof. The total rentable area of the Building
is stipulated for all purposes herein to be 102,776 square feet.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	(d)	 	Lease term:	 	A period of 63 months, commencing on February 1, 2006 (the “Commencement Date”)
and ending on April 30, 2011.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(e)	 	Basic rental:	 	     $1,073,870.00.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	(f)
	 	Monthly rental installment:
	 	Months 1-6:
	 	$	8,948.92	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Months 7-63:
	 	$	17,897.83	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(g)	 	Security deposit:	 	     $35,795.67.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(h)	 	Permitted use:	 	     Office and minor technical repair and testing
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	“Land”:	 	The real property upon which the Project is located, described more particularly
on Exhibit “E” attached hereto and made a part hereof.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(j)	 	“Building”:	 	3701 W. Plano Parkway, Plano, Texas 75075.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(k)	 	“Project”:	 	3701 W. Plano Parkway, Plano, Texas 75075.
	 
	 	 	 	 	 	 	 	 	 	 





     2. Lease Grant. Landlord, in consideration of the rent to be paid and the other covenants and
agreements to be performed by Tenant and upon the terms and conditions hereinafter stated, does
hereby lease, demise and let unto Tenant the Premises (as defined in paragraph 1 (c) hereof)
commencing on the Commencement Date (as defined in paragraph 1 (d) hereof, or as adjusted as
hereinafter provided) and ending on the last day of the lease term, unless sooner terminated as
herein provided. If this lease is executed before the Premises becomes vacant or otherwise
available and ready for occupancy, or if any present tenant or occupant of the Premises holds over,
and Landlord cannot acquire possession of the premises prior to the commencement date of this
lease, Landlord shall not be deemed to be in default hereunder, and Tenant agrees to accept
possession of the premises at such time as Landlord is able to tender the same and such date shall
be deemed to be the commencement date and this lease shall continue for the lease term described in
paragraph 1 (d) hereof. Landlord hereby waives payment of monthly rental installments covering any
period prior to the tendering of possession of the Premises to Tenant hereunder. By occupying
the Premises, Tenant shall be deemed to have accepted the same as suitable for the purpose herein
intended and to have acknowledged that the same comply fully with Landlord’s covenants and
obligations.



     3. Rent. In consideration of this lease, Tenant promises and agrees to pay Landlord the
basic rental (as defined in Paragraph 1(e) hereof) in monthly installments as set forth in
Paragraph 1(f) hereof, and the additional rent as determined in accordance with Exhibit
“B”, without deduction, set off, notice or demand.



     One monthly installment of basic rental, to be applied to the first monthly basic rental
installment accruing hereunder, totaling $8,948.92(“Prepaid Rent”), together with the security
deposit (as defined in Paragraph 1(g)  hereof), shall be payable by Tenant to Landlord
contemporaneously with the execution hereof. On the first day of the second month following the
date on which basic rental begins to accrue under this lease, Tenant shall begin paying the
scheduled monthly rental installment without demand and shall continue paying such monthly rental
installments on or before the first day of each succeeding calendar month during the term hereof.
The monthly rental installment for any fractional month at the beginning or the end of the lease
term shall be prorated.



     If the monthly rental installment is not received by the Landlord on or before the 5th day of
the month for which such monthly rental installment is due, a service charge of 5% of the monthly
rental installment owed shall become due and payable in addition to the monthly rental installment
owed. Such service charge is for the purpose of reimbursing Landlord for the extra costs and
expenses incurred in connection with the handling and processing of late monthly rental installment
payments.



     The security deposit shall be held by Landlord without liability for interest and as security
for the performance by Tenant of Tenant’s covenants and obligations under this lease, it being
expressly understood that such deposit shall not be considered an advance payment of rental or a
measure of Landlord’s damages in case of default by Tenant. Upon the occurrence of any event of
default by Tenant, Landlord may, from time to time, without prejudice to any other remedy, use such
deposit to the extent necessary to make good any arrearages of rent and other damage, injury,
expense of liability caused to Landlord by such event of default.
Following any such application of the security deposit, Tenant shall pay to Landlord on demand the amount so
applied in order to restore the security deposit to this original amount. If Tenant is not then in
default hereunder, any remaining balance of such deposit shall be returned by Landlord to Tenant
upon termination of this lease. If Landlord



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transfers its interest in the Premises during the
lease term, Landlord may assign the security deposit to the transferee and thereafter shall have no
further liability for the return of such security deposit. The obligation of Tenant to pay rent is
an independent covenant, and no act or circumstance whatsoever, whether such act or circumstance
constitutes a breach of covenant by Landlord or not shall release Tenant of the obligation to pay
rent.



     4. Rental Escalation. See Exhibit “B” attached hereto and incorporated as a part
hereof.



     5. Services.




     (a) Landlord agrees to furnish Tenant while occupying the Premises, at Landlord’s sole
cost and expense: (i) hot and cold water at those points of supply provided for general use
of tenantry; (ii) electrical current for Tenant’s use and occupancy of the Premises to the
extent reasonably deemed to be standard in comparable suburban “Class A” low rise office
buildings in Plano, Texas, provided however, that all costs for extraordinary or unusual
demand for electrical service shall be borne by Tenant; (iii) heating and air conditioning
at such times as Landlord normally furnishes such services to all tenants of the Project and
at such temperatures and in such amounts as are reasonably provided in comparable suburban
“Class A” low rise office buildings in Plano, Texas; (iv) janitor service on a daily basis
excluding holidays and weekends; (v) replacement of Building standard light bulbs and tubes.




     (b) Landlord does not warrant that any of such specified services will be free from
interruption or stoppage, but nevertheless Landlord shall use reasonable diligence to resume
any such interrupted or stopped service. Tenant has the right, but not the obligation, to
perform or provide minor maintenance, repairs or replacements not exceeding $5,000.00 in
total cost to be performed by Landlord under this Section 5 in the event Landlord fails to
do so following ten (10) days written notice thereof from Tenant to Landlord. Should Tenant
elect to do so, Landlord shall reimburse Tenant within thirty (30) days after receipt of an
invoice therefore for such minor costs and expenses incurred by Tenant in performing
Landlord’s obligations, failing which Tenant shall be entitled to deduct same from the basic
rental under this lease. Tenant shall not have the right to perform maintenance, repairs or
replacements exceeding $5,000.00 in total costs. In the event of an interruption or failure
of utility service to the Premises for any reason other than Tenant’s non-payment of utility
bills, which interruption substantially interferes with Tenant’s use of the Premises for a
period of more than five (5) business days when Tenant has no self help remedy hereunder
and/or elects not to exercise such option, Tenant shall be entitled to receive an abatement
of basic rental from the commencement of the interruption until the same has been corrected.



     6. Leasehold Improvements. See Exhibit “C”.



     7. Use. Tenant shall use the Premises only for the permitted use (as defined in
Paragraph 1(h) hereof). Tenant will not occupy or use the Premises, or permit any portion
of the Premises to be occupied or used for any business or purpose other than the permitted use or
for any use or purpose which is unlawful in part or in whole or deemed to be disreputable in any
manner or extra hazardous on account of fire, nor permit anything to be done which will in any way
increase the rate of fire insurance on the Building or contents; and in the event that, by reason
of acts of Tenant, there shall be any increase in the rate of insurance on the Building or contents
created by Tenant’s acts or conduct of business and then such acts of Tenant shall be deemed to be
an event of default hereunder and Tenant hereby agrees to pay to Landlord the amount of such
increase on demand and acceptance of such payment shall not constitute a waiver of any of
Landlord’s other rights provided herein. Tenant will conduct its business and control its agents,
employees and invitees in such a manner as not to create any nuisance, nor interfere with, annoy or
disturb other tenants or Landlord in management of the Building. Tenant will maintain the Premises
in a clean, healthful and safe condition and will comply with all laws, ordinances, orders, rules
and regulations (state, federal, municipal and other agencies or bodies having any jurisdiction
thereof) with reference to use, condition or occupancy of Premises. Tenant’s obligation to comply
with all laws specifically includes any and all laws relating to environmental hazards and to
accessibility by persons with disabilities. Tenant will not, without the prior written consent of
Landlord, paint, install lighting, window coverings or decoration, or install any signs, window or
door lettering or advertising media of any type on or about the Premises or any part thereof.
Should Landlord agree in writing to any of the foregoing items in the preceding sentence, Tenant
will maintain such permitted items in good condition and repair at all times.



     8. Repairs and Maintenance and Compliance with Accessibility Laws




     (a) By Landlord: Landlord shall maintain only the roof, foundation, heating and air
conditioning systems, common areas, plumbing, elevators (if any), fire protection sprinkler
system (if any), the structural soundness of the exterior walls, the paving outside the
Building, and the landscaping in good repair and condition, except for reasonable wear and
tear. Landlord shall be responsible for pest eradication. If such pests result from
Tenant’s use and occupancy of the Premises, Tenant shall pay to Landlord on demand the cost
for such eradication. Tenant shall give immediate written notice to Landlord of the need
for repairs or corrections and Landlord shall proceed promptly to make such repairs or
corrections. Landlord’s liability hereunder shall be limited to the cost of such repairs or
corrections.




     (b) By Tenant: Tenant shall at its expense and risk maintain the Premises and related
facilities in good repair and condition reasonable wear and tear excepted. Tenant will not
in any manner deface or injure the Building, the Premises or related facilities and will pay
the cost of repairing any damage or injury done by Tenant or Tenant’s agents, employees or
invitees. Tenant shall throughout the term of this lease take good care of the Building,
the Premises and related facilities and keep them free from waste and nuisance of any kind.
If Tenant shall fail to make any repair required hereunder (including all necessary
replacements) within fifteen (15) days after written notification to do so, Landlord may at
its option make such repair and Tenant shall, upon demand therefore, pay Landlord for the
cost thereof together with interest on any such cost which remains unpaid following such
demand at the highest lawful rate until paid.




     (c) By Landlord and Tenant: Tenant shall at its expense and risk cause the Premises
and related facilities to be in compliance with the requirements of the Americans With
Disabilities Act and all other pertinent laws relating to public access (“Accessibility
Laws”). Landlord shall at its expense and risk cause the common areas of the Building to
comply with Accessibility Laws. Any extraordinary or atypical requirements imposed by
Accessibility Laws relating to the nature of Tenant’s business shall be Tenant’s
responsibility and Tenant shall bear the risk and expense of compliance with such
extraordinary or atypical requirements. Tenant acknowledges that Landlord’s responsibility
is to insure that common areas of the Building comply with Accessibility Laws assuming the
imposition of requirements typical for a suburban office building.



     9. Alterations and Improvements. Tenant will not make or allow to be made any alterations or
physical additions in or to the Premises without the prior written consent of Landlord, which
consent shall not be unreasonably withheld as to nonstructural alterations. Landlord may require,
as a condition to granting its consent to any such alterations or physical additions, that Tenant
agree to remove such alterations or physical additions at the end of the lease term and restore the
Premises to the condition in which the same existed before such
alterations or physical additions were made. At the end or other termination of this lease,
Tenant shall deliver up the Premises with all improvements located thereon (except as otherwise
herein provided) in good repair and condition, reasonable wear and tear excepted, and shall deliver
to Landlord all keys to the Premises. The cost and expense of any repairs necessary to restore the
condition of the Premises to such condition in which they are to be delivered to Landlord shall be
borne by Tenant reasonable wear and tear excepted. All alterations, additions or improvements
(whether temporary or permanent in character) made in or upon the Premises, either by Landlord or
Tenant, shall be Landlord’s property on termination of this lease and shall remain on the Premises
without compensation to Tenant. All furniture, movable trade fixtures and equipment installed by
Tenant may be removed by Tenant at the termination of this lease if Tenant so elects, and shall be
so removed if required by Landlord, or if not so removed shall at the option of Landlord, become
the property of Landlord. All such installations, removals



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and restoration shall be accomplished
in good workmanlike manner so as not to damage the Premises or the primary structure or structural
qualities of the Building or the plumbing, electrical lines or other utilities.



     10. Common Areas. The use and occupation by Tenant of the Premises shall include the use in
common with others entitled thereto of the common areas, parking areas, service roads, loading
facilities, sidewalks, and other facilities as may be designated from time to time by Landlord,
subject, however, to the terms and conditions of this agreement and to reasonable rules and
regulations for the use thereof as prescribed from time to time by Landlord.



     All common areas described above shall at all times be subject to the exclusive control and
management of Landlord, and Landlord shall have the right from time to time to establish, modify
and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in
this Article. Landlord shall have the right to construct, maintain, and operate lighting
facilities on all such areas and improvements; to police same; from time to time to change the
area, level, location and arrangement of parking areas and other facilities hereinabove referred
to; and to restrict parking by tenants, their officers, agents, and employees to employee parking
areas.



     All common areas and facilities not within the Premises, which Tenant may be permitted to use
and occupy, are to be used and occupied under a revocable license, and if the amount of such areas
be diminished, Landlord shall not be subject to liability nor shall Tenant be entitled to any
compensation or diminution or abatement of rent, nor shall such diminution of such areas be deemed
constructive or actual eviction.



     11. Assignment and Subletting.



     If Tenant desires to assign this lease or sublet the Premises or any part thereof, Tenant
shall give Landlord written notice of such desire together with the name of the proposed assignee
or sublessee, a detailed description of its business, and current financial information about it in
sufficient detail to allow Landlord to assess the financial condition of such proposed assignee or
sublessee. Tenant shall give such notice and information to Landlord at least 60 days prior to the
date on which Tenant desires to make such assignment or sublease. For the purposes hereof,
transfer of more than half of the stock or other voting control of Tenant shall be deemed to
constitute an assignment of this Lease. Landlord shall, within 10 days following receipt of such
notice, notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign this
lease or sublet such space, or (ii) refuse to permit Tenant to assign this lease or sublet such
space. Landlord will not unreasonably refuse to permit Tenant to assign this lease or sublet such
space. If Landlord should fail to notify Tenant in writing of such election within such ten-day
period, Landlord shall be deemed to have elected (i) above. Consent by Landlord to one or more
assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent
assignments and sublettings. Tenant shall pay all costs incurred by Landlord in connection with
the foregoing provisions including without limitation legal fees, construction costs to reconfigure
the Premises, and credit checks. Notwithstanding any assignment or subletting, Tenant and any
guarantor of Tenant’s obligations under this lease shall at all times remain fully responsible and
liable for the payment of the rent herein specified and for compliance with all of Tenant’s other
obligations under this lease. Moreover, if the rental or other consideration (or a combination of
the rental and any bonus or other consideration therefore or incident thereto) due and payable to
Tenant by an assignee or sublessee exceeds the rental payable under this lease (appropriately
prorated in the case of a sublease of less than all of the Premises), then Tenant shall be bound
and obligated to pay Landlord one hundred percent (100%) of all such excess rental and other
excess consideration within ten (10) days after receipt thereof by Tenant. Finally, upon any
assignment or subletting all rentals paid to Tenant by an assignee or sublessee shall be received
by Tenant in trust for Landlord, to be forwarded immediately to Landlord. If Landlord transfers
and assigns its interest in this lease and the Building containing the Premises, Landlord shall
thereby be released from any further obligations hereunder, and Tenant agrees to look solely to
such successor in interest of the Landlord for performance of such obligations. Tenant shall not
mortgage, pledge or otherwise encumber its interest in this lease or in the Premises.



     12. Indemnity. Landlord shall not be liable for and Tenant will indemnify and save harmless
Landlord of and from all fines, suits, claims, demands, losses and actions (including attorney’s
fees) for any injury to person or damage to or loss of property on or about the Premises caused by
the negligence or misconduct or breach of this lease by Tenant, its agents, employees, sublessees,
invitees or by any other person entering the Building, the Premises, or related facilities under
express or implied invitation of Tenant, or arising out of Tenant’s use of the Building, the
Premises, or related facilities. Notwithstanding Landlord’s gross negligence or willful
misconduct, Landlord shall not be liable or responsible for any loss or damage to any property or
death or injury to any person occasioned by theft, fire, Act of God, public enemy, injunction,
riot, strike, insurrection, war, court order, requisition of any governmental body or authority, by
other tenants of the Building or related facilities or any other matter beyond control of Landlord,
or for any injury or damage or inconvenience which may arise through repair or alteration of any
part of the Building, the Premises or related facilities, or failure to make repairs or from any
cause whatsoever except Landlord’s gross negligence. Tenant shall, at all times during the term of
this lease, maintain a policy or policies of insurance with the premiums thereon fully paid in
advance, in amounts and with solvent insurance companies insuring Tenant’s obligations to Landlord
under Paragraph 12 of this lease.



     13. Mortgages. Tenant accepts this lease subject to any deeds of trust, security interests
or mortgages which might now or hereafter constitute a lien upon the Building or improvements
therein, the Premises, or related facilities, and to zoning ordinances and other building and fire
ordinances and governmental regulations relating to the use of the property Tenant shall at any
time hereafter, on demand, execute any instruments, releases or other documents that may be
required by any mortgagee for the purpose of subjecting and subordinating this lease to the lien of
any such deed of trust, security interest or mortgage with respect to any deed of trust, security
interest or mortgage hereafter constituting a lien on the Building or improvements therein, the
Premises, or related facilities. Landlord, at its sole options, shall have the right to waive the
applicability of this Paragraph 13 so that this lease will not be subject and subordinate
to any such deed of trust, security interest or mortgage.



     14. Insurance. Landlord shall, at all times during the term of this lease maintain a policy
or policies of insurance with the premiums thereon fully paid in advance, issued by and binding
upon an insurance company, with an AM Best’s rating of at least A- or equivalent, insuring the
Building against loss or damage by fire, explosion, or other hazards and contingencies for the full
insurable value thereof and commercial general liability insurance in an amount not less than (i)
$1,000,000.00 in respect of injury to or death of any number of persons arising out of any one
occurrence and (ii) $1,000,000.00 in respect of any property damage, with umbrella coverage of not
less than $5,000,000.00; provided that Landlord shall not be obligated to insure any furniture,
equipment, machinery, goods or supplies not covered by this lease which Tenant may bring or obtain upon the Premises, or any additional improvements which
Tenant may construct thereon.



     Tenant shall, at all times during the term of this lease, maintain a policy or policies of
insurance, with the premiums thereon fully paid in advance, issued by and binding upon an insurance
company, with an AM Best’s rating of at least A- or equivalent, insuring any additional
improvements which Tenant may construct on the Premises against loss or damage by fire, explosion
or other hazards and contingencies for the full insurable value thereof. Tenant shall also, at all
times during the term of this lease, maintain a policy or policies of insurance, with the premiums
thereon fully paid in advance, for comprehensive general and contractual liability insurance
against claims for personal injury, death and property damage occurring in or about the Premises,
such insurance to afford protection to the limits of (i) not less than $1,000,000.00 in respect of
injury to or death of any number of persons arising out of any one occurrence and (ii)
$1,000,000.00 in respect of any instance of property damage.



     Tenant shall deliver to Landlord, prior to the Commencement Date, certificates of such
insurance and shall, at all times during the term of this lease, deliver to Landlord upon request
true and correct copies of such insurance policies. The comprehensive general and contractual
liability policy described above shall (i) name Landlord as an additional insured,(ii) insure
performance of the indemnities of Tenant contained in this lease, and (iii) be primary coverage, so
that any insurance coverage obtained by Landlord shall be in excess thereof. Each insurance policy
obtained by Tenant shall provide that it will not be canceled or reduced in coverage without 30
days prior written notice to Landlord. Tenant shall deliver to Landlord certificates of renewal at
least 30 days



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prior to the expiration date of each such policy and copies of new policies at least
30 days prior to terminating any such policies.



     15. Inspection. Landlord or representatives shall have the right to enter into and upon any
and all parts of the Premises at reasonable hours to (i) inspect same or clean or make repairs or
alterations or additions as Landlord may deem necessary (but without any obligation to do so,
except as expressly provided for herein), or (ii) show the Premises to prospective tenants,
purchasers or lenders; and Tenant shall not be entitled to any abatement or reduction of rent by
reason thereof, nor shall such be deemed to be an actual or constructive eviction.



     16. Condemnation. If, during the term of this lease, or any extension or renewal thereof,
all of the Premises should be taken for any public or quasi-public use under any governmental law,
ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this
lease shall terminate and the rent shall be abated during the unexpired portion of this lease,
effective on the date physical possession is taken by the condemning authority, and Tenant shall
have no claim against Landlord for the value of any unexpired term of this lease.



     In the event a portion but not all of the Premises shall be taken for any public or
quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain
or by private sale in lieu thereof and the partial taking or condemnation shall render the Premises
unsuitable for Tenant’s business, then Landlord shall have the option, in its sole discretion, of
terminating this lease, or, at Landlord’s sole risk and expense, restoring and reconstructing the
Premises to the extent necessary to make same reasonably tenantable. Should Landlord elect to
restore, the lease shall continue in full force and effect with the rent payable during the
unexpired portion of this lease adjusted to such an extent as may be fair and reasonable under the
circumstances, and Tenant shall have no claim against Landlord for the value of any interrupted
portion of this lease.



     In the event of any condemnation or taking, total or partial, Tenant shall not be entitled to
any part of the award or price paid in lieu thereof, and Landlord shall receive the full amount of
such award or price, Tenant hereby expressly waiving any right or claim to any part thereof.



     17. Fire or Other Casualty. In the event that the Premises should be totally destroyed by
fire, tornado or other casualty or in the event the Premises or the Building should be so damaged
that rebuilding or repairs cannot be completed within 180 days after the date of such damage,
either Landlord or Tenant may at its option terminate this lease by delivering written notice
thereof to the other party within twenty (20) days following such damage, in which event the rent
shall be abated during the unexpired portion of this lease effective with the date of such damage.
In the event the Premises should be damaged by fire, tornado or other casualty covered by
Landlord’s insurance, but only to such extent that rebuilding or repairs can be completed within
180 days after the date of such damage, or if the damage should be more serious but neither
Landlord nor Tenant elects to terminate this lease, in either such event Landlord shall within
thirty (30) days after the date of such damage commence to rebuild or repair the Premises and shall
proceed with reasonable diligence to restore the Premises to substantially the same condition in
which they were immediately prior to the happening of the casualty, except that Landlord shall not
be required to rebuild, repair or replace any part of the furniture, equipment, fixtures and other
improvements which may have been placed by Tenant or other tenants within the Building or the
Premises, or related facilities. In the event that the Premises are totally untenantable, Landlord
shall abate the rent during the time Premises are unfit for occupancy. If the Premises are not
totally untenantable, Landlord shall allow Tenant a fair diminution of rent during the time the
Premises are partially unfit for occupancy. In the event any mortgagee under a deed of trust,
security agreement or mortgage elects pursuant to a right granted therein that insurance proceeds
be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and this lease
shall terminate upon notice to Tenant. Any insurance which may be carried by Landlord or Tenant
against loss or damage to the Project or to the Premises shall be for the sole benefit of the party
carrying such insurance and under its sole control.



     18. Holding Over. Should Tenant, or any of its successors in interest, hold over the
Premises, or any part thereof, after the expiration of the term of this lease, unless otherwise
agreed in writing, such holding over shall constitute and be construed as tenancy at sufferance
only. Such tenancy shall be at a daily rental equal to 1/30th of the higher of 150% of the sum of
the monthly rental installment plus the most current rental adjustment which may have been made
thereto pursuant to Paragraph 4 hereof. The inclusion of the preceding sentence shall not
be construed as Landlord’s consent for the Tenant to hold over. In the event of any unauthorized
holding over, Tenant shall also indemnify Landlord against all claims for damages by any other
tenant to whom Landlord may have leased all or any part of the Leased Premises effective upon the
termination of this lease



     19. Taxes on Tenant’s Property. Tenant shall be liable for all taxes levied or assessed
against personal property, furniture or fixtures placed by Tenant in the Premises. If any such
taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and
if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by
inclusion of personal property, furniture or fixtures placed by Tenant in the Premises, and
Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand
that part of such taxes for which Tenant is primarily liable hereunder.



     20. Events of Default. The following events shall be deemed to be events of default by
Tenant under this lease:




     (a) Tenant shall fail to pay any monthly rental installment or any portion of the
basic rental or additional rent or any other obligation hereunder involving the payment of
money within ten (10) days after written notice thereof to Tenant;




     (b) Tenant shall fail to comply with any term, provision or covenant of this lease,
other than the payment of rent or shall fail to comply with any term, provision or covenant
in any other agreement with Landlord affecting the Premises, and shall not cure such failure
within thirty (30) days after written notice thereof to Tenant;




     (c) Tenant shall make an assignment for the benefit of creditors;




     (d) Tenant shall file a petition under any section or chapter of the Federal
Bankruptcy Code, as amended, or under any similar law or statute of the United States or any
State thereof, or Tenant shall be adjudged bankrupt or insolvent in any proceeding filed
against Tenant thereunder and such adjudication shall not be vacated or set aside within
thirty (30) days;




     (e) A receiver or Trustee shall be appointed for all or substantially all of the
assets of Tenant and such receivership shall not be terminated or stayed within thirty (30)
days;




     (f) Tenant shall fail to take possession of the Premises within thirty (30) days after
the same are tendered by Landlord to Tenant for occupancy; or




     (g) Tenant shall assign this lease or sublet the Premises without Landlord’s consent.



     21. Remedies. Upon the occurrence of any event of default specified in Paragraph 20
hereof, Landlord shall have the option to pursue any one or more of the following remedies without
any notice or demand whatsoever:




     (a) Terminate this lease in which event Tenant shall immediately surrender the
Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any
other remedy which it may have for possession or arrearages in rent, enter upon and take
possession and expel or remove Tenant and any other person who may be occupying such
Premises or any part thereof, without being liable for prosecution or any claim of damages
therefore. Tenant agrees to pay to Landlord on demand the amount of all loss and damage
which Landlord may suffer by reason of such termination,including (i) the cost of recovering
the Premises (including attorneys fees and costs of suit), (ii) the cost of removing and
storing any personal property, (iii) the unpaid rent earned at the time of termination, plus
interest thereon at



4









 







the rate described in Paragraph 35, (iv) the present value
(discounted at the rate of six percent (6%) per annum) of the balance of the basic rental
and additional rental for the remainder of the lease term less the present value (discounted
at the same rate) of the fair market rental value of the Premises for such period, taking
into account the period of time the Premises will remain vacant until a new tenant is
obtained, and the cost to prepare the Premises for occupancy and the other costs (such as
costs of repairs or remodeling, leasing commissions and attorneys fees) to be incurred by
Landlord in connection therewith, and (v) any other sum of money and damages owed by Tenant
to Landlord under this lease;




     (b) Enter upon and take possession of the Premises and expel or remove Tenant and any
other person who may be occupying the Premises or any part thereof, without being liable for
prosecution or any claim for damages therefore, and if Landlord so elects, relet the
Premises on such terms as Landlord shall deem advisable and receive the rent thereof.
Tenant agrees to pay to Landlord on demand any deficiency in basic rental that may arise by
reason of such reletting;




     (c) Enter upon the Premises, without being liable for prosecution or any claim for
damages therefore, and do whatever Tenant is obligated to do under the terms of this lease,
and tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur
in thus effecting compliance with Tenant’s obligations under this lease, and Tenant further
agrees that Landlord shall not be liable for any damages resulting to the Tenant from such
action; and




     (d) Landlord may, and is hereby entitled and authorized, without any notice to Tenant
whatsoever, to enter upon the Premises by use of a master key, a duplicate key, or other
peaceable means, and to change, alter, and/or modify the door locks on all entry doors of
the Premises, thereby permanently excluding Tenant, and its officers, principals, agents,
employees, and representatives therefrom. If Landlord has either permanently repossessed
the Premises pursuant to the foregoing provisions of this Lease, or has terminated this
lease by reason of Tenant’s default, Landlord shall not thereafter be obligated to provide
Tenant with a key to the Premises at any time; provided, however, that in any such instance,
during Landlord’s regular business hours and at the convenience of Landlord, and upon the
written request of Tenant accompanied by such written waivers and releases as Landlord may
require, Landlord will escort Tenant or its authorized personnel to the Premises to retrieve
any personal belongings or other property of Tenant not subject to the lien or security
interest described herein. If Landlord elects to exclude Tenant from the Premises without
permanently repossessing or terminating pursuant to the foregoing provisions of this lease,
then Landlord (at any time prior to actual repossession or termination) shall not be
obligated to provide Tenant a key to re-enter the Premises until such time as all delinquent
rental and other amounts due under this lease have been paid in full (and all other
defaults, if any, have been completely cured to Landlord’s satisfaction), and Landlord has
been given assurance reasonably satisfactory to Landlord evidencing Tenant’s ability to
satisfy its remaining obligations under this lease. During any such temporary period of
exclusion, Landlord will, during Landlord’s regular business hours and at Landlord’s
convenience, upon written request by Tenant, escort Tenant or its authorized personnel to
the Premises to retrieve personal belongings of Tenant or its employees, and such other
property of Tenant as is not subject to the Landlord’s lien and security interest described
herein. This remedy of Landlord shall override and control any conflicting provisions of
the Texas Property Code.



     No re-entry or taking possession of the Premises by Landlord shall be construed as an election
on its part to terminate this lease, unless a written notice of such intention be given to Tenant.
Notwithstanding any such reletting or re-entry or taking possession, Landlord may at any time
thereafter elect to terminate this lease for a previous uncured default. Pursuit of any of the
foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any
other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a
forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord
by reason of the violation of any of the terms, provisions and covenants herein contained.
Landlord’s acceptance of rent following an event of default hereunder shall not be construed as
Landlord’s waiver of such event of default. No waiver by Landlord of any violation or breach of
any of the terms, provisions, and covenants herein contained shall be deemed or construed to
constitute a waiver of any other violation or breach of any of the terms, provisions, and covenants
herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided
upon an event of default shall not be deemed or construed to constitute a waiver of any other
violation or default.



     22. Surrender of Premises. No act or thing done by the Landlord or its agents during the
term hereby granted shall be deemed as acceptance of a surrender of the Premises, and no agreement
to accept a surrender of the Premises shall be valid unless the same be made in writing and
subscribed by the Landlord.



     23. Attorneys’ Fees. In case it should be necessary or proper for Landlord or Tenant to
bring any action under this lease or to consult or place such lease, or any amount payable by
Landlord or Tenant thereunder, with an attorney concerning or for the enforcement of any of
Landlord’s or Tenant’s rights hereunder, then the non-prevailing party agrees in each and any such
case to pay the prevailing party on demand a reasonable attorney’s fee.



     24. Landlord’s Lien. Intentionally deleted.



     25. Mechanic’s Lien. Tenant will not permit any mechanic’s lien or liens to be placed upon
the Premises or the Project or improvements thereon during the term hereof caused by or resulting
from any work performed, materials furnished or obligation incurred by or at the request of Tenant,
and in the case of the filing of any such lien Tenant will promptly pay same. If default in
payment thereof shall continue for twenty (20) days after written notice thereof from Landlord to
the Tenant, the Landlord shall have the right and privilege at Landlord’s option of paying the same
or any portion thereof without inquiry as to the validity thereof, and any amounts so paid,
including expenses and interest, shall be so much additional rent hereunder due from Tenant to
Landlord and shall be repaid to Landlord immediately on rendition of bill therefore, together with
interest until repaid as provided in Paragraph 35. Tenant will have the option to “bond
around” any mechanic’s lien or liens, provided such bonding around is in accordance with and
permitted by deeds of trust or mortgages affecting the Building.



     26. Waiver of Subrogation. Anything in this lease to the contrary notwithstanding, the
parties hereto hereby waive any and all rights of recovery, claim action or cause of action,
against each other, their agents, officers, and employees, for any loss or damage that may occur to
the Premises hereby demised, or any improvements thereof, or such Project of which the Premises are
a part, any improvements thereto, or related facilities, by reason of fire, the elements, or any
other cause which could be insured against under the terms of standard fire and extended coverage
insurance policies, regardless of cause or origin, including negligence of the parties hereto,
their agents, officers and employees.



     No insurer of one party hereunder shall hold any right of subrogation against the other party.
If the respective insurer of Landlord and Tenant does not permit the foregoing waiver without an
appropriate endorsement to such party’s insurance policy, then Landlord and Tenant each covenant
and agree to notify its insurer of the waiver set forth herein and to secure from such insurer an
appropriate endorsement to its respective insurance policy with respect to such waiver.



     27. Notices. Each provision of the Agreement, or of any applicable governmental laws,
ordinances, regulations, and other requirements with reference to the sending, mailing or delivery
of any notice, or with reference to the making of any payment by Tenant to Landlord, shall be
deemed to be complied with when and if the following steps are taken:




(a) All rent and other payment required to be made by Tenant to Landlord hereunder shall be
payable to Landlord in Dallas County, Texas, at the address hereinbelow set forth, or at
such other address as Landlord may specify from time to time by written notice delivered in
accordance herewith:




(b) Any notice or document required to be delivered hereunder shall be deemed to be
delivered if actually received and whether or not received when deposited in the United
States mail, postage prepaid, certified



5









 






or registered mail (with or without return receipt
requested) addressed to the parties hereto at the respective addresses set out opposite
their names below, or at such other address as they have heretofore specified by written
notice delivered in accordance herewith:



	 	 	 	 	 
	 

	 	LANDLORD:
	 	TR Plano Parkway Partners, L.P.
	 

	 	 	 	c/o Thompson Realty Corporation
	 

	 	 	 	2505 N. Plano Road, Suite 3000
	 

	 	 	 	Richardson, Texas 75082
	 
	 	 	 	 
	 

	 	TENANT:
	 	ViewCast.com, Inc.
	 

	 	 	 	3701 W. Plano Parkway, Suite 300

	 

	 	 	 	Plano, Texas 75075






     28. Force Majeure. Whenever a period of time is herein prescribed for action to be taken by
Landlord, the 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, war, governmental laws, regulations or restrictions or any other causes of any
kind whatsoever which are beyond the control of Landlord.



     29. Separability. If any clause or provision of this lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this lease, then and in
that event, it is the intention of the parties hereto that the remainder of this lease shall not be
affected thereby, and it is also the intention of the parties to this that in lieu of each clause
or provision of this lease that is illegal, invalid, or unenforceable, there be added as part of
this lease a clause or provision as similar in terms to such illegal, invalid or unenforceable
clause or provision as may be possible and be legal, valid and enforceable.



     30. Entire Agreement; Amendments; Binding Effect. This lease contains the entire agreement
between the parties and may not be altered, changed or amended, except by instrument in writing
signed by both parties hereto. No provision of this lease shall be deemed to have been waived by
Landlord unless such waiver be in writing signed by Landlord and addressed to Tenant, nor shall any
custom or practice which may grow up between the parties in the administration of the terms hereof
be construed to waive or lessen the right of Landlord to insist upon the performance by Tenant in
strict accordance with the terms hereof. The terms, provisions, covenants and conditions contained
in this lease shall apply to, inure to the benefit of, and binding upon the parties hereto, and
upon their respective successors in interest and legal representatives, except as otherwise herein
expressly provided.



     31. Quiet Enjoyment. Provided Tenant has performed all of the terms, covenants, agreements
and conditions of this lease, including the payment of rent, to be performed by Tenant, Tenant
shall peaceably and quietly hold and enjoy the Premises for the term hereof, without hindrance from
Landlord, subject to the terms and conditions of this lease.



     32. Rules and Regulations. Tenant and Tenant’s agents, employees, and invitees will comply
fully with all requirements of the rules and regulations of the Project and related facilities
which are attached hereto as Exhibit “D,” and made a part hereof as though fully set out
herein. Landlord shall at all times have the right to change such rules and regulations or to
promulgate other rules and regulations in such reasonable manner as may be deemed advisable for
safety, care, or cleanliness of the Project, the Premises, or related facilities, and for
preservation of good order therein, all of which rules and regulations, changes and amendments will
be forwarded to Tenant in writing and shall be carried out and observed by Tenant. Tenant shall
further be responsible for the compliance with such rules and regulations by the employees,
servants, agents, visitors and invitees of Tenant.



     33. Broker’s or Agent’s Commission. Tenant represents and warrants that there are no claims
for brokerage commissions or finder’s fees in connection with the execution of this lease, except
as listed below, and Tenant agrees to indemnify and hold harmless Landlord against all liabilities
and costs arising from such claims, including without limitation attorneys’ fees in connection
therewith.



     34. Guaranty, Joint and Several Liability. If there be more than one Tenant, the obligations
hereunder imposed upon Tenant shall be joint and several. If there be a guarantor of Tenant’s
obligations hereunder, the obligations hereunder imposed upon Tenant shall be the joint and several
obligations of Tenant and such guarantor and Landlord need not first proceed against the Tenant
hereunder before proceeding against such guarantor, nor shall any such guarantor be released from
its guaranty for any reason whatsoever, including without limitation, in case of any amendments
hereto, waivers hereof or failure to give such guarantor any notices hereunder.



     35. Interest. Any rent or other amount which becomes owing by Tenant to Landlord under this
lease (including unpaid service charges) shall bear interest from the date of demand at the
maximum contractual rate of interest which could be charged legally by Landlord in the event
of a loan of such rent or other amount by Landlord to Tenant under the then applicable laws of the
State of Texas or in the event there is no established maximum contractual rate of interest, such
interest shall be a the rate of eighteen percent (18%) per annum.



     36. Estoppel Certificate. Tenant will, at any time and from time to time, upon not less than
ten (10) days’ prior request by Landlord, execute, acknowledge and deliver to Landlord a statement
in writing executed by Tenant certifying that this lease is unmodified and in full effect (or, if
there have been modifications, that this lease is in full effect as modified, and setting forth
such modifications) and the dates to which the rent has been paid, and either stating that to the
knowledge of the signer of such certificate no default exists hereunder or specifying each such
default of which the signer may have knowledge; it being intended that any such statement by Tenant
may be relied upon by any prospective purchaser or mortgagee of the Project. In the event Tenant
shall fail or neglect to execute, acknowledge and deliver any such certificate, Tenant shall be in
default under this lease and Landlord may, as the agent and attorney in fact of Tenant, execute,
acknowledge and deliver the same, and Tenant hereby irrevocably nominates, constitutes and appoints
Landlord Tenant’s proper and legal agent and attorney in fact for such purpose. Such power of
attorney shall not terminate on disability of the principal.



     37. Landlord’s Liability. The liability of Landlord to Tenant for any default by Landlord
under the terms of this lease shall be limited to the proceeds of sale on execution of the interest
of Landlord in the Building and Landlord shall not be personally liable for any deficiency. This
clause shall not be deemed to limit or deny any remedies which Tenant may have in the event of
default by Landlord hereunder, which do not involve the personal liability of Landlord.



     38. Captions. The captions contained in this lease are for convenience of reference only,
and in no way limit or enlarge the terms and conditions of this lease.



     39. Gender. Words of any gender used in this lease shall be held and construed to include
any other gender, and words in the singular number shall be held to include the plural, unless the
context otherwise requires.



     40. Place of Performance. Tenant shall perform all covenants, conditions and agreements
contained herein, including but not limited to payment of rent, in Dallas County, Texas. Any suit
arising from or relating to this agreement shall be brought in Dallas County, Texas.



     41. Relocation. Intentionally deleted.



     42. Lender Approval. Intentionally deleted.



     43. Lease Submission. The submission of this lease to Tenant shall not be construed as an
offer, nor shall Tenant have any rights with respect hereto unless and until Landlord shall execute
a copy of this lease and deliver the same to Tenant.



6









 





     44. Blocked Persons. Tenant and Landlord hereby represent to each other that neither is a
“blocked person” or “specially designated national” listed by the United States Department of the
Treasury’s Office of Foreign Assets Control, and neither is a person described in section (a), (b),
(c), or (d) of Section 1 of the Executive Order 13224 issued by President George W. Bush on
September 23, 2001, as amended (“Order”). Tenant further represents to Landlord that none of the
funds Tenant will deliver to Landlord as payment of rent are subject to being blocked pursuant to
the Order. Landlord further represents to Tenant that neither the Property nor Landlord’s interest
in the Property is subject to being blocked pursuant to the Order. Tenant and Landlord shall
indemnify, defend and hold harmless the other from and against any and all loss, cost, damage or
expense, including court costs and reasonable attorneys’ fees, suffered or incurred by the other
party as a consequence of breach of this representation. Notwithstanding anything in this Lease to
the contrary, the indemnification obligations contained in this paragraph shall survive termination
of the lease agreement.



     45. Monument Signage. Tenant, at Tenant’s sole cost and expense may have non-exclusive use of
the monument sign and may install its company signage on the monument so long as it is consistent
with the design and style of lettering that is currently on the monument sign.



     46. Miscellaneous. At the beginning of the nineteenth (19th) month of the lease
term and upon written notice from Tenant to Landlord to do so and if no event of default has
occurred or is continuing on the part of Tenant and if Tenant is profitable as is evidenced by
current financial statements, Tenant may direct Landlord to utilize one-half (1/2) of the Security
Deposit to pay the monthly rental installment due for the nineteenth (19th) month or
such month thereafter in which the Tenant is profitable as evidenced by current financial
statements.



     47. Special
Provisions. Exhibits
“A”, “B”, “C”, “D”,
“E”, “F”, Rider No. 101 and Rider No. 201.



	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	TR Plano Parkway Partners, L.P.,
	 	 	 	 	a Georgia limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	Thompson Realty Development Corporation,
	 	 	 	 	 	 	   a Texas corporation,
	 	 	 	 	 	 	   its general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ W.T. Field
	 

	 	 	 	 	 	Name:
	 	W.T. Field
	 

	 	 	 	 	 	Title:
	 	President
	 
	 	 	 	 	 	 	 	 
	 	 	TENANT:	 	ViewCast.com, Inc.,
	 	 	 	 	a Delaware corporation
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	/s/ David T. Stoner
	 	 	 	 	 	 
	 	 	 	 	Name:	 	 David T. Stoner
	 	 	 	 	Title:	 	President






7









 






RIDER NO. 101




OPTION TO EXTEND




          Tenant at its option may extend the term of this lease for up to two (2) extension term(s) of
five (5) years (each) by serving written notice thereof upon Landlord at least six (6) months
before the expiration of the initial lease term (or the prior extension term), provided that at the
time of such notice and at the commencement of such extended term, no event of default, as defined
in Paragraph 20 of this lease, shall have occurred. Upon the service of such notice and
subject to the conditions set forth in the preceding sentence, this lease shall be extended without
the necessity of the execution of any further instrument or document. Such extended term shall
commence upon the expiration date of the initial lease term (or the prior extension term), expire
upon the annual anniversary of such date five (5) years thereafter, and be upon the same terms,
covenants, and conditions as provided in this lease for the initial term, except that the basic
rental payable during each extended term shall be at the prevailing rate (the “Market
Rate”) for comparable space in the Building and office/buildings comparable to the Building
located in Plano, Dallas County, Texas, taking into consideration factors including, but not
limited to, the quality of construction and finish of the Building, the ease of accessibility to
the Building and the visibility of the Building from major thoroughfares, and the availability of
free parking associated with the Building, at the commencement of each such extended term, which
new basic rental shall be adjusted as provided in the under this lease. Payment of all additional
rent and other charges required to be made by Tenant as provided in this lease for the initial term
shall continue to be made during each such extended term. Any termination of this lease during the
initial term (or the prior extension term) shall terminate all rights of extension hereunder. Any
termination of this lease during the initial term (or the prior extension term) shall terminate all
rights of extension hereunder. Any termination of this Lease during the initial term (or any
extension term) shall terminate all rights of extension hereunder. Any assignment or subletting by
Tenant pursuant to Section 11 of this Lease shall terminate the option(s) of Tenant
contained herein. Notwithstanding the foregoing, in no event shall the Base Rent for any extension
term be less than the Base Rent during the last year of the initial term (or the prior extension
term).



8









 





RIDER NO. 201




RIGHT OF FIRST REFUSAL




     Provided this Lease is then in full force and effect and no event of default, as defined in
Paragraph 20 of this Lease, shall have occurred, Tenant shall have the right of first
refusal as hereinafter described to lease all or any part of the space (the “Right of First
Refusal Space”) containing approximately 9,652 square feet of Rentable Area and which is
labeled on Exhibit A to this Lease as the “Growth Area” and highlighted in yellow, at such
time as Landlord engages in negotiations with a prospective tenant, such Right of First Refusal is
subject to similar rights contained in existing leases, exercisable at the following times and
upon the following conditions:



     1. If Landlord enters into negotiations with a prospective tenant to lease all or any part of
the Right of First Refusal Space, Landlord shall notify Tenant of such fact and shall include in
such notice the rent, term, and other terms (including finish out) at which Landlord is prepared to
offer such Right of First Refusal Space to such prospective tenant. Tenant shall have a period of
three (3) days from the date of delivery of the notice to notify Landlord whether Tenant elects to
exercise the right granted hereby to lease the pertinent portion of the Right of First Refusal
Space. If Tenant fails to give any notice to Landlord within the required three (3) day period,
Tenant shall be deemed to have waived its right to lease the pertinent portion of the Right of
First Refusal Space.



     2. If Tenant so waives its right to lease the pertinent portion of the Right of First Refusal
Space (either by giving written notice thereof or by failing to give any notice), Landlord shall
have the right to lease all or the applicable portion of the Right of First Refusal Space to the
prospective tenant and upon the execution of such lease between Landlord and the prospective tenant
this Right of First Refusal shall thereafter be null, void and of no further force or effect.



     3. If Landlord does not enter into a lease with such prospective tenant covering all or the
applicable portion of the Right of First Refusal Space, Landlord shall not thereafter engage in
other lease negotiations with respect to the Right of First Refusal Space without first complying
with the provisions of this Rider No. 201.



     4. Upon the exercise by Tenant of its right of first refusal as provided in this Rider No.
201, Landlord and Tenant shall, within ten (10) days after Tenant delivers to Landlord notice of
its election, enter into a lease covering, or at Landlord’s option amend this Lease to cover, the
Right of First Refusal Space for the rent, for the term, and containing such other terms and
conditions as Landlord notified Tenant pursuant to paragraph 1 above.



     5. Any assignment or subletting by Tenant pursuant to Paragraph 11 of this Lease shall
terminate the right of first refusal of Tenant contained herein.



9









 





RIDER NO. 201-A




SUBORDINATE RIGHT OF FIRST REFUSAL




     Provided this Lease is then in full force and effect and no event of default, as defined in
Paragraph 20 of this Lease, shall have occurred and subject to the right of Rash and
Associates, Inc., Tenant shall have the right of first refusal as hereinafter described to lease
all or any part of the space (the “Right of First Refusal Space”) containing approximately
1,933 square feet of Rentable Area and which is labeled on Exhibit A to this Lease as the
“Growth Area” and highlighted in yellow, at such time as Landlord engages in negotiations
with a prospective tenant, such Right of First Refusal is subject to similar rights contained in
existing leases, exercisable at the following times and upon the following conditions:



     1. If Landlord enters into negotiations with a prospective tenant to lease all or any part of
the Right of First Refusal Space, Landlord shall notify Tenant of such fact and shall include in
such notice the rent, term, and other terms (including finish out) at which Landlord is prepared to
offer such Right of First Refusal Space to such prospective tenant. Tenant shall have a period of
three (3) days from the date of delivery of the notice to notify Landlord whether Tenant elects to
exercise the right granted hereby to lease the pertinent portion of the Right of First Refusal
Space. If Tenant fails to give any notice to Landlord within the required three (3) day period,
Tenant shall be deemed to have waived its right to lease the pertinent portion of the Right of
First Refusal Space.



     2. If Tenant so waives its right to lease the pertinent portion of the Right of First Refusal
Space (either by giving written notice thereof or by failing to give any notice), Landlord shall
have the right to lease all or the applicable portion of the Right of First Refusal Space to the
prospective tenant and upon the execution of such lease between Landlord and the prospective tenant
this Right of First Refusal shall thereafter be null, void and of no further force or effect.



     3. If Landlord does not enter into a lease with such prospective tenant covering all or the
applicable portion of the Right of First Refusal Space, Landlord shall not thereafter engage in
other lease negotiations with respect to the Right of First Refusal Space without first complying
with the provisions of this Rider No. 201.



     4. Upon the exercise by Tenant of its right of first refusal as provided in this Rider No.
201, Landlord and Tenant shall, within ten (10) days after Tenant delivers to Landlord notice of
its election, enter into a lease covering, or at Landlord’s option amend this Lease to cover, the
Right of First Refusal Space for the rent, for the term, and containing such other terms and
conditions as Landlord notified Tenant pursuant to paragraph 1 above.



     5. Any assignment or subletting by Tenant pursuant to Paragraph 11 of this Lease shall
terminate the right of first refusal of Tenant contained herein.




10