**Exhibit10.1**

 

**SECONDAMENDMENT TO LEASE AGREEMENT**

 

**THIS SECONDAMENDMENT TO LEASE AGREEMENT** (hereinafter referred to as this “Second Amendment”) is entered intothis 3rd day of June, 2003, by and between **485 PROPERTIES, LLC**, aDelaware limited liability company (hereinafter referred to as “Landlord”), and**EBIX.COM,INC.** a Delaware corporation, f/k/a Delphi Information Systems, Inc. (hereinafter referred to as“Tenant”),

 

**W I T N E S S ET H:**

 

WHEREAS,Landlord and Tenant, entered into that certain Lease Agreement, dated October20, 1998 (hereinafter referred to as the “Office Lease”), as amended by thatcertain First Amendment to Lease Agreement between Landlord and Tenant, datedFebruary 10, 2000 (hereinafter referred to as the “First Amendment”; theOffice Lease, as amended by the First Amendment, is hereinafter sometimesreferred to as the “Lease”), pursuant towhich Tenant leased certain premises known as Suite 2850 on the twenty-eighth(28th) floor and Suite 3200 on the thirty-second (32nd) floor of thebuilding presently known as “Corporate Center V” located at Five ConcourseParkway, Atlanta, Georgia 30328 (hereinafter referred to as the “Building”),which premises are more particularly described in the Lease (hereinafterreferred to as the “Premises”);

 

WHEREAS,Landlord and Tenant desire to amend the Lease to extend further the term of theLease and to provide for certain other related matters, as are moreparticularly set forth herein.

 

NOW,THEREFORE, for and in consideration of the mutual covenants and conditions setforth herein, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Landlord and Tenant agree toamend the Lease as follows:

 

1.             Defined Terms.  Capitalized terms used herein, unless otherwisedefined herein, shall have the meanings given such terms in the Lease.

 

2.             Term. The Term of the Leaseis hereby extended for a period (hereinafter referred to as the “ExtensionPeriod”) of seven (7) years and five (5) months, commencing June 1, 2003(hereinafter sometimes referred to as the “Effective Date”) and continuingthrough to and including a new term expiration date of October 31, 2010 (the“New Term Expiration Date”).

 

3.             Terms of the Lease.  The lease of the Premises during theExtension Period shall be pursuant to all of the terms and conditions of theLease as in effect from time to time; provided, however, that Landlord andTenant hereby agree that, from and after the Effective Date, the Lease shall bemodified as follows:

 

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a.             Paragraph2.  Rent.  Notwithstanding anything to the contrary inthe Lease, effective as of the Effective Date, Monthly Rental for the Premisesshall be payable to Landlord at P.O. Box 402862, Atlanta, Georgia30384-2862 or at such other place Landlord designates, without demand,deduction or setoff, in the followingamounts:

 
| **Period**        |   | **Base Rental  Per Rentable  Square Foot  Per Annum** |   | **Annual Rental** |   | **Monthly Rental** |   |
|-------------------|--------|-------------------------------------------------------|--------|-------------------|--------|--------------------|--------|
|              |   |                                                  |   |              |   |               |   |
| 06/01/03-05/31/04 |   | $                                                     | 20.50  |              | $      | 200,920.56         |   | $ | 16,743.38 |   |
| 06/01/04-05/31/05 |   | $                                                     | 21.01  |              | $      | 205,919.04         |   | $ | 17,159.92 |   |
| 06/01/05-05/31/06 |   | $                                                     | 21.54  |              | $      | 211,113.60         |   | $ | 17,592.80 |   |
| 06/01/06-05/31/07 |   | $                                                     | 22.07  |              | $      | 216,308.04         |   | $ | 18,025.67 |   |
| 06/01/07-05/31/08 |   | $                                                     | 22.63  |              | $      | 221,796.60         |   | $ | 18,483.05 |   |
| 06/01/08-05/31/09 |   | $                                                     | 23.19  |              | $      | 227,285.16         |   | $ | 18,940.43 |   |
| 06/01/09-05/31/10 |   | $                                                     | 23.77  |              | $      | 232,969.80         |   | $ | 19,414.15 |   |
| 06/01/10-10/31/10 |   | $                                                     | 24.37  |              | $      | 238,850.40         |   | $ | 19,904.20 |   |

 

b.             Paragraph3.  Reimbursement for Increasesin Operating Expenses and Taxes.  Onand after the Effective Date, Tenant, in addition to Monthly Rental payablewith respect to the Premises, shall pay, as additional rental, Tenant’s Sharewith respect to the Premises of increases in the Operating Costs for anycalendar year during the term of the Lease, as modified hereby (commencing withcalendar year 2004), over the “Initial Operating Costs,” which for this purposeonly shall be the actual Operating Costs for calendar year 2003, as adjustedpursuant to the terms of the Lease. Notwithstanding the foregoing, Tenant shall remain obligated to payadditional rental under Paragraph 3 of the Lease for the portion of calendaryear 2003 falling prior to the Effective Date, the same as if Initial OperatingCosts had not been adjusted pursuant to this Paragraph 3.b.

 

4.             Tenant Improvements.

 

a.             Tenantagrees to accept the Premises in its “AS IS” condition, and Landlord shall haveno obligation to perform any work with respect to the Premises, or to provideany allowances with respect thereto, except as otherwise hereinafter expresslyprovided in this Paragraph 4.  Anyalterations or refurbishment to the Premises (“Tenant Improvements”) shall beperformed subject to and in accordance with the provisions of this Paragraph 3and Exhibit C-1 to the First Amendment. The terms and conditions of said Exhibit C-1 to the FirstAmendment shall apply to the Premises as if the Premises were the “FirstAmendment Expansion Area” under said Exhibit C-1 except for thefollowing revisions;

 

(i)            Tenant shall provide to Architectall specifications, information and documents necessary to enable Architect toprepare the Tenant Space Plans as soon as reasonably possible (but in no eventlater than June 3, 2003) (subsection 1 Section 2.01);

 

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(ii)           Within five (5) working days afterreceipt of all items, described in subparagraph (i) above, Architect shallprepare and deliver to Tenant the Tenant Space Plans (subsection 2 Section2.01);

 

(iii)          The prospective bidders for theengagement as “Contractor” under Article 5, subsection A, shall be (1) RavenConstruction, (2) Schoppman Freese, and (3) KR Whitwer;

 

(iv)          Landlord designates Stacey Milam asLandlord’s Agent under Section 6.01;

 

(v)           The “Allowance” shall be revised asset forth below; and

 

(vi)          The following sentence shall beinserted at the end of Paragraph 2 of Section 4.02:

 

“Such fees and costs maybe funded out of the Allowance, to the extent available.”

 

b.             Tenant acknowledges that thePremises was previously improved for occupancy, and all improvements existingon the date of this Second Amendment shall be left in place by Landlord andshall be available for reuse or shall be demolished by Tenant as part of theTenant Improvement Costs with respect to the Premises for which Tenant isresponsible under the Lease and this Second Amendment.  Notwithstanding the foregoing or anything tothe contrary contained herein, Landlord shall provide an Allowance to Tenantfor the purpose of paying a portion of the Tenant Improvements Costs respectingthe Premises in the amount of up to One Hundred Ninety-Six Thousand Twenty andNo/100 Dollars ($196,020.00) in total (and not per square foot).  Landlord agrees to contribute said amounttoward the Tenant Improvement Costs in accordance with the provisions ofSection 4.01 of said Exhibit C-1 (the Tenant Improvement Costs shallinclude, without limitation, (i) the space designer fees for TenantImprovements and (ii) construction supervision fees as provided in said ExhibitC-1). Tenant shall pay to Landlord the amount of any excess Tenant’s Costsin the manner provided in Section 4.3 of said Exhibit C-1.  If anyportion of the Refurbishment Allowance has not been advanced by Landlord on orbefore November 30, 2003, (such date to be extended by one (1) day for each dayof delay not resulting from a Tenant Delay) the unused and remaining portionshall be retained by Landlord, and Tenant shall have no right to suchunexpended Refurbishment Allowance.

 

c.             In order to induce Landlord todeliver the Premises to Tenant prior to the installation of the TenantImprovements and to complete installation of the Tenant Improvements duringTenant’s occupancy of the Premises, Landlord and Tenant hereby agree asfollows:

 

(i)                Landlord shall deliver thePremises to Tenant in its “AS-IS” condition on the Commencement Date.  Tenant acknowledges that Landlord andLandlord’s 

 

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agents have made norepresentations or warranties with respect to the Premises and no warrantiesshall be implied under any applicable rule of law.

 

(ii)               The Tenant Improvements shall bedesigned and installed in accordance with the provisions of this Paragraph 3and Exhibit C-1 to the First Amendment. Tenant expressly acknowledges that, at Tenant’s request and in relianceon this Paragraph 4, Landlord has agreed to grant Tenant occupancy of thePremises prior to completion of the Tenant Improvements, and that completion ofthe Tenant Improvements during Tenant’s occupancy of the Premises may result inthe inconvenience of Tenant or the interference with the conduct of Tenant’sbusiness in the Premises.  Tenant herebyaccepts such consequences and assumes all risks associated therewith.

 

(iii)              Landlord shall have the right torecapture some or all of the space within the Premises on a temporary basis forthe construction and installation of the Tenant Improvements.  Landlord shall coordinate any such recapturewith Tenant in order to mitigate any inconvenience to Tenant resultingtherefrom.  During the construction ofthe Tenant Improvements, Tenant shall cooperate with Landlord in providingLandlord, its agents, employees and contractors, with access to the Premisesfor construction and installation of the Tenant Improvements.  Notwithstanding such recapture, there shallbe no adjustment to or abatement of the Base Rental and other charges under theLease.

 

(iv)             Tenant acknowledges and agrees thatLandlord, its agents, employees and contractors may experience delays andadditional costs and expenses (such as, by way of example and not limitation,overtime charges) in the construction and installation of the TenantImprovements due to Tenant’s occupancy of the Premises and that any such delayshall be deemed a delay caused by Tenant and any such additional costs andexpenses shall be paid by Tenant to Landlord in accordance with the provisionsof this Paragraph 3 and Exhibit C-1 to the First Amendment.

 

(v)              Tenant hereby indemnifies andagrees to hold Landlord, its agents, employees and contractors harmless fromand against any and all liabilities, claims, demands, allegations, assessments,losses, costs, damages and expenses of any nature whatsoever (including, butwithout limiting the generality of the foregoing, attorneys’ fees and courtcosts) that Landlord may incur, sustain or suffer or which may be asserted orcharged against Landlord arising out of, pertaining to or in any way connectedwith Landlord’s completion of the Tenant Improvements other than any suchliabilities, claims, demands,  losses,costs, damages or expenses arising out of injury to or death of any person ordamage to any property as a result of the negligence or willful misconduct ofLandlord or its agents, employees or contractors (individually a “Claim” orcollectively “Claims”).  Tenantacknowledges that Landlord may discover, incur or suffer from Claims which wereunknown or unanticipated as of the date of this Lease and that Tenant isassuming 

 

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the risk of such unknownand unanticipated Claims and agrees that this paragraph applies to such unknownand unanticipated Claims.

 

d.             Notwithstanding anything in thisParagraph 4 to the contrary, Landlord and Tenant hereby acknowledge and agreethat the Tenant Improvements to the First Amendment Expansion Area weresubstantially completed and all costs and expenses therefor were paid in fullin accordance with Paragraph 6 of the First Amendment and Exhibit C-1thereto.

 

5.             Paragraph 10.        Default by Tenant.  Landlord’s Remedies.  Effective as of the Effective Date, Paragraph10 of the Lease shall be amended as follows:

 

a.             Thefirst (1st) sentence of subparagraph 10(a)(i) shall be deleted in its entiretyand the following new sentence shall be inserted in lieu thereof:

 

“TheRent or any other sum of money due of Tenant hereunder is not paid within ten(10) days of the date notice of such late payment is received by Tenant;provided, however, if more that two (2) payments due of Tenant hereunder in anyone (1) calendar year are not made until after notice of such late payment is receivedby Tenant, then it shall be an event of default hereunder by Tenant if anysubsequent payment due of Tenant hereunder in the same calendar year is notmade within ten (10) days of the date when due.”

 

b.             Thesecond (2nd) sentence of subparagraph 10(b)(i) shall be deleted inits entirety and the following new sentence shall be inserted in lieu thereof:

 

“If Tenant shall fail to do so, Landlord may, withoutfurther notice and without prejudice to any other remedy Landlord may have,enter upon the Premises and expel or remove Tenant and Tenant’s effects inaccordance with the dispossessory procedures set forth in O.C.G.A. §§ 44-7-50 etseq.”

 

c.             Thefirst (1st) sentence of subparagraph 10(b)(iii) shall be deleted in itsentirety and the following new sentence shall be inserted in lieu thereof:

 

“DispossessTenant in accordance with the dispossessory procedures set forth in O.C.G.A. §§44-7-50 et seq.”

 

d.             Subparagraph10(c) shall be deleted in its entirety and the following new subparagraph 10(c)shall be inserted in lieu thereof:

 

“Notwithstandinganything in this Lease to the contrary, neither Landlord nor Tenant shall beliable to the other for any indirect, consequential, exemplary or punitivedamages resulting from its default under this Lease, except in the event of aholdover by Tenant; provided, however, that nothing in this subparagraph (c)shall limit either Landlord’s or Tenant’s right, subject to the otherprovisions of this Lease, to collect compensatory 

 

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damagesand costs from the other as a result of a default by the other party under thisLease.”

 

6.             Paragraph 11.Assignmentand Subletting.  Effective as of theEffective Date, Paragraph 11 of the Lease shall be amended as follows:

 

a.                 The first (1st) sentence of subparagraph 11(a)shall be deleted in its entirety and the following new sentence shall beinserted in lieu thereof:

 

“Tenant shall not subletany part of the Premises, nor assign this Lease or any  interest herein, nor, once any such subletand assignment is consented to byLandlord, amend or modify the terms of such sublet or assignment, without theprior consent of Landlord, which consent shall not be unreasonably withheld ordelayed.”

 

b.                 Subparagraph11(c) shall be deleted in its entirety and the following subparagraph 11(c) isinserted in lieu thereof:

 

“(c)         Tenant shall have the right to assignthe lease or sublet the Premises, or any part thereof, without Landlord’sconsent, but subject to Landlord’s right to notice and prohibition containedherein, to any corporation which controls,is controlled by, or is under common control with Tenant, or to any corporationresulting from a merger or consolidation transaction with Tenant, or to anycorporation which acquires all or substantially all of the assets of Tenant(any one of such entities being hereinafter referred to as an “Affiliate”),provided that (i) the tangible net worth of the Affiliate is equal to orgreater than the greater of Tenant’s tangible net worth on the date of thisLease and Tenant’s tangible net worth immediately prior to the effective dateof the assignment or sublease, (ii) in the event of a sublease or if Tenantremains in existence as a separate legal entity following consummation of theassignment, it shall not be released from liability under this Lease, (iii)Tenant shall give written notice  toLandlord of the proposed assignment or sublease reasonably in advance of theconsummation thereof and (iv) in the event of an assignment, the Affiliateshall unconditionally assume in a writing reasonably acceptable to Landlord allof Tenant’s obligations under the Lease effective upon the consummation of theassignment.  As used in the immediatelypreceding sentence, the term “control” means, with respect to a corporation,the right to the exercise, directly or indirectly, of more than forty percent(40%) of the voting rights attributable to the shares of the controlledcorporation, and, with respect to any entity that is not a corporation, thepossession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of the controlled entity.Notwithstanding the foregoing, any such sublease or assignment must not havebeen entered into, in whole or in part, as a subterfuge to avoid theobligations and restrictions set forth in this Lease.  Furthermore, if 

 

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Landlord reasonablydetermines that the proposed sublessee or occupant is engaged in a businesswhich would materially interfere with the operation of the Property or thatpermitting the subletting or occupancy would cause a violation by Landlord ofits obligations under any lease covering a portion of the Property, Landlordshall have the right to prohibit such arrangement based upon the issue of thebusiness of the proposed sublessee or occupant or the compatibility of theproposed sublessee or occupant with the businesses in the Building.  No subletting permitted by this Paragraph 11shall relieve Tenant of its primary liability under this Lease.”

 

7.             Indemnificationand Hold Harmless.  On and after theEffective Date, the Lease is hereby amended by deleting subparagraph 15(a) ofthe Office Lease in its entirety, and by inserting the following subparagraph15(a) in lieu thereof:

 

(a)           Tenant hereby indemnifies and holdsLandlord harmless from and against any injury, expense, damage, liability orclaim, imposed on Landlord by any person whomsoever due to damage to thePremises, claims for injuries to the person or property of any other tenant ofthe Building or of any other person in or about the Building for any purposewhatsoever, or administrative or criminal action by a governmental authority,provided that such injury, expense, damage, liability or claim results either directlyor indirectly from the act, omission, negligence, misconduct or breach of anyprovisions of this Lease by Tenant, the agents, servants, or employees ofTenant, or any other person entering upon the Premises under express or impliedinvitation or consent of Tenant.  Tenantfurther agrees to reimburse Landlord for any costs or expenses, including, butnot limited to, court costs and reasonable attorney’s fees, which Landlord mayincur in investigating, handling or litigating any such claim or any action bya governmental authority.

 

8.             Tenant’s Insurance.  On and after the Effective Date, the Leaseis hereby amended by deleting Paragraph 16 (Tenant’s Insurance) of the OfficeLease in its entirety, and by inserting the following Paragraph 16 in lieuthereof:

 

“16.         TENANT’S INSURANCE.

 

Tenantshall carry during the Term (and any other period during which Tenant is inpossession of the Premises, with all premiums paid prior to the due date atTenant’s sole expense) (i) all risk coverage insurance insuring Tenant’sinterest in its improvements to the Premises and any and all furniture,equipment, supplies, contents and other property owned, leased, held orpossessed by Tenant and contained therein, such insurance coverage to be in anamount equal to the full insurable value of such improvements and property, assuch may increase from time to time, (ii) worker’s compensation andemployer’s liability insurance as required by applicable 

 

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law, (iii) commercial generalliability coverage for injury to or death of a person or persons and for damageto property occasioned by or arising out of any construction work being done onthe Premises, or arising out of the condition, use, or occupancy of thePremises, or other portions of the Building or Property, the limits of suchpolicy or policies to be in amounts not less than One Million Dollars($1,000,000) combined single limit for bodily injury and property damage peroccurrence, plus excess coverage of not less than Five Million Dollars($5,000,000) combined single limit for bodily injury and property damage peroccurrence, (iv) insurance against thefts within the Premises, the Building orany project within which the Building is located, and (v) business interruptioninsurance with a limit of liability of not less than One Million Dollars($1,000,000).  Tenant shall alsomaintain and provide such other required evidence to Landlord of any other formof insurance which Landlord, acting reasonably, requires from time to time inform, in amounts, and for risks against which a reasonable tenant wouldinsure.  Landlord and Tenant shall eachhave included in all policies of insurance respectively obtained by them withrespect to the Building or Premises a waiver by the insurer of all right ofsubrogation against the other in connection with any loss or damage insuredagainst.  To the full extent permittedby law, Landlord and Tenant each waives all right of recovery against theother, and agrees to release the other from liability for loss or damage to theextent such loss or damage is covered by valid and collectible insurance ineffect at the time of such loss or damage; provided, however, that theforegoing release by each party is conditioned upon the other party’s carryinginsurance with the above described waiver of subrogation, and if such coverageis not obtained or maintained by either party, then the other party’s foregoingrelease shall be deemed to be rescinded until such waiver is either obtained orreinstated.  All said insurance policiesshall be carried with companies licensed to do business in the State of Georgiareasonably satisfactory to Landlord and rated in Best’s Insurance Guide, or anysuccessor thereto (or, if there be none, an organization having a nationalreputation) as having a general policyholder rating of “A-” and a financialrating of at least “X.”  All suchpolicies shall be noncancellable except after twenty (20) days’ written noticeto Landlord.  Each policy shall name asadditional insureds Landlord, Landlord’s Property Manager, Landlord’s mortgagee(if any), parties having a direct or indirect ownership interest in orcontractual relationship with Landlord, and any other person reasonablydesignated by Landlord as having a direct or indirect financial interest in orcontractual relationship respecting the Building or Premises and (ii) providethat it is primary to, and not contributing with, any policy carried byLandlord, Landlord’s Property Manager, Landlord’s mortgagee (if any), partieshaving a direct or indirect ownership interest in or contractual relationshipwith Landlord, or other reasonably designated person covering the sameloss.  At Landlord’s request, dulyexecuted certificates of such insurance shall be delivered to Landlord prior tothe Commencement Date and at least thirty (30) days prior to the expiration ofeach respective policy 

 

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term.”

 

9.             Paragraph 28.  Parking Arrangements.  Effectiveas of the Effective Date, Paragraph 28 of the Lease is hereby amended by addingthe following language at the end thereof:

 

“Notwithstanding theforegoing, Landlord shall provide one (1) reserved monthly parking space foruse by Tenant in the Concourse V and VI garage (hereinafter referred to as the“Garage”); provided that Landlord shall have the right, at any time, inLandlord’s sole discretion, to relocate such space to a mutually agreed uponlocation within the Garage.  Suchparking space shall be provided to Tenant so long as said parking space isavailable without conflict with the requirements of present agreements with anytenant of the Building.  Subject to theforegoing, such parking space shall be provided for the Extension Period at noadditional charge to Tenant. Tenant shall abide by and comply with any and allregulations promulgated by Landlord with respect to such reserved parkingspace.  Landlord shall have noobligations to enforce the reservation of such reserved parking space.  The parking spaces described in thisParagraph 28, and Tenant’s rights thereto, shall not be assignable ortransferable by Tenant.”

 

10.           Paragraph 30.Right toRelocate.  Effective as of theEffective Date, Paragraph 30 of the Lease is hereby amended by adding thefollowing language at the end thereof:

 

“Notwithstanding anythingto the contrary in the Lease, effective as of the Effective Date, Landlordagrees that (x) it shall have no rights to relocate Tenant from the portion ofthe Premises located on the thirty-second (32nd) floor of theBuilding during the Extension Period and (y) in the event of any relocation ofTenant’s space located on the twenty-eighth (28th) floor of the Building,Landlord shall use its reasonable efforts to relocate Tenant to space in theBuilding serviced by the high-rise elevator banks .”

 

11.           Paragraph 31.LatePayments.  Effective as of theEffective Date, Paragraph 31 of the Lease is hereby amended by deleting fromthe 1st line thereof the words and symbols “within five (5) days”and inserting the following words and symbols in lieu thereof,-”within ten (10)days”

 

12.           Right of First Negotiation.  Landlord grants Tenant a right of firstnegotiation (the “First Negotiation Right”) to lease additional spacecontiguous to the Premises in accordance with the following:

 

a.                       The space that is subjectto such First Negotiation Right shall be all or any portion of the spacelocated on the twenty-eighth (28th) and thirty-first (31st) floors of theBuilding that is contiguous to the Premises (the “First Negotiation Space”).

 

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b.                      Except as provided in thisParagraph 12, if Landlord makes or receives a written proposal to lease all orany portion of the First Negotiation Space, Landlord shall notify Tenant inwriting (such notice being hereinafter called the “Offer Notice”) of theavailability of such space.  Such OfferNotice shall specifically describe the portion of the First Negotiation Spacethat is the subject of such proposal. The Offer Notice shall also constitute an offer by Landlord to lease thespace described in the Offer Notice to Tenant in accordance with the terms ofthis Paragraph 12. Tenant shall have ten (10) days after its receipt of suchOffer Notice to accept such offer pursuant to this First Negotiation Right andto lease all of such portion of the First Negotiation Space described in theOffer Notice from Landlord in accordance with the terms of this Paragraph 12.

 

c.                       Acceptance by Tenant ofthe offer set forth in the Offer Notice shall be deemed effective only if suchacceptance is given to Landlord in a written notice of acceptance (the“Acceptance Notice”) specifically referring to the Offer Notice to which itrelates, received by Landlord within the ten (10) day period prescribed abovefor such acceptance.  To be effective,such Acceptance Notice must accept the offer set forth in the subject OfferNotice with respect to all of the portion of the First Negotiation Spacedescribed in such Offer Notice.

 

d.                      If Tenant duly and timelydelivers to Landlord its Acceptance Notice within such ten (10) day period inaccordance with this Paragraph 12 and such Acceptance Notice is delivered toLandlord on or before June 1, 2005, then the following terms shall apply:

 

(i)   The term of the lease of the FirstNegotiation Space shall commence upon the earlier to occur of (a) Tenant’soccupancy of the First Negotiation Space for the purpose of conducting businesstherefrom, (b) substantial completion of the tenant improvements with respectto such space or (c) sixty (60) days after Landlord’s receipt of the AcceptanceNotice (such earlier date being hereinafter referred to as the “ExpansionCommencement Date”);

 

(ii)  Base Rental, Additional Rental, and all othersums and charges imposed under this Lease with respect to the First NegotiationSpace shall commence to accrue with respect to the First Negotiation Space onthe Expansion Commencement Date;

 

(iii) The First Negotiation Space shall become partof the Premises and shall be leased to Tenant for the remaining portion of theterm of the lease of the Premises upon the terms and conditions (including,without limitation, the same Base Rental rate per square foot of Rentable Areaand the same Base Operating Expenses and Base Real Estate Taxes) as then andthereafter in effect from time to time under this Lease for the balance of thePremises, except as otherwise provided in this subparagraph d.;

 

(iv) Tenant improvements shall be designed andinstalled in accordance with the same procedures and conditions as are setforth in Exhibit C hereto; except 

 

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that RefurbishmentAllowance per square foot of Rentable Area with respect to the FirstNegotiation Space shall be equal to the product of $20.00 and a fraction, thenumerator of which is the number of full calendar months, plus the fraction ofany partial calendar months, remaining in the initial term of this Lease,measured from the Expansion Commencement Date, and the denominator of which is89;

 

(v)  Tenant’s Percentage Share shall be adjusted toreflect Tenant’s lease of the First Negotiation Space; and

 

(vi) Landlord and Tenant agree to enter into anamendment to this  Lease to document theexercise of the Expansion Option within thirty (30) days after Landlord’sreceipt of the Option Exercise Notice.

 

e.                       If Tenant duly and timelydelivers to Landlord its Acceptance Notice within such ten (10) day period inaccordance with this Paragraph 12 and such Acceptance Notice is delivered toLandlord after June 1, 2005, then the following terms shall apply:

 

(i)   The term of the lease of the FirstNegotiation Space shall commence upon the “Expansion Commencement Date”;

 

(ii)  Base Rental, Additional Rental, and all othersums and charges imposed under this Lease with respect to the First NegotiationSpace shall commence to accrue with respect to the First Negotiation Space onthe Expansion Commencement Date;

 

(iii) Subject to the other terms of this Paragraph12, the portion of the First Negotiation Space leased by Tenant pursuant to anAcceptance Notice shall become part of the Premises and shall be leased toTenant pursuant to the terms and conditions of the Lease as applicable to thePremises, subject to revisions thereto applicable only to the portion of theFirst Negotiation Space to be leased by Tenant to reflect Prevailing MarketTerms and Conditions. “Prevailing Market Terms and Conditions” shall mean thethen prevailing market economic terms and conditions (including, withoutlimitation, base rent, rent escalation, tenant improvement allowance, length ofnoncancellable lease term, and other similar matters) for leases comparable tothe lease of the Premises for “second generation” space in the Buildingcomparable to the space to be leased by Tenant pursuant to its AcceptanceNotice, taking into account the creditworthiness of Tenant.  The Prevailing Market Terms and Conditionsshall be determined between Landlord and Tenant by mutual agreement; however,if Landlord and Tenant cannot agree, the Prevailing Market Terms and Conditionsshall be established in the manner specified in subparagraph (iv) hereof.

 

(iv) Within five (5) days after Landlord hasreceived Tenant’s Acceptance Notice, Landlord shall advise Tenant, in writing,of its determination of the Prevailing Market Terms and Conditions.  Within five (5) days after Tenant’s 

 

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receipt ofLandlord’s determination of the Prevailing Market Terms and Conditions, Tenantshall advise Landlord, in writing, whether or not Tenant accepts or rejects thePrevailing Market Terms and Conditions specified by Landlord.  Failure to accept or reject the PrevailingMarket Terms and Conditions specified by Landlord shall be deemed acceptance byTenant.  If Tenant by notice timelygiven rejects the Prevailing Market Terms and Conditions determined byLandlord, Tenant shall specify in such notice either (x) Tenant’s election towithdraw the Acceptance Notice, in which event the exercise of such AcceptanceNotice shall be nullified and this First Negotiation Right shall be terminatedwith respect to the subject portion of the First Negotiation Space, or (y)Tenant’s election to submit the determination of  Prevailing Market Terms and Conditions to the procedure outlinedbelow and Tenant’s selection of a real estate appraiser, who shall act onTenant’s behalf in determining the Prevailing Market Terms and Conditions.  Failure to make such election in suchresponse shall be deemed an election of clause (x) of the immediately precedingsentence.  Within twenty (20) days afterLandlord’s receipt of Tenant’s selection of a real estate appraiser, Landlord,by written notice to Tenant, shall designate a real estate appraiser, who shallact on Landlord’s behalf in the determination of the Prevailing Market Termsand Conditions.  Within twenty (20) daysof the selection of Landlord’s appraiser, the two appraisers shall render ajoint written determination of the Prevailing Market Terms and Conditions.  If the two appraisers are unable to agreeupon a joint written determination within said twenty (20) day period, eachappraiser shall render his or her own written determination and the twoappraisers shall select a third appraiser within such twenty (20) day period(or, if such appraisers cannot be agreed upon by the appraisers, the thirdappraiser shall be selected by lot from a list of not less than five (5)appraisers recommended by the President of the Georgia Chapter of the NationalAssociation of Industrial and Office Properties).  Within twenty (20) days after the appointment of the thirdappraiser, the third appraiser shall select one of the determinations of thetwo appraisers originally selected, without modification orqualification.  All appraisers selectedin accordance with this subparagraph shall have at least ten (10) years priorexperience in the metropolitan Atlanta commercial leasing market and shall bemembers of one or more of the National Association of Industrial and OfficeProperties, the American Institute of Real Estate Appraisers, the Atlanta Boardof Realtors or similar professional organization.  If either Landlord or Tenant fails or refuses to select anappraiser, the other appraiser shall alone determine the Prevailing MarketTerms and Conditions.  Landlord andTenant agree that they shall be bound by the determination of Prevailing MarketTerms and Conditions pursuant to this subparagraph for the lease of the subjectspace.  Landlord shall bear the fees andexpenses of its appraiser; Tenant shall bear the fees and expenses of itsappraiser; and Landlord and Tenant shall share equally the fees and expenses ofthe third appraiser, if any.

 

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f.                       If Tenant does not dulyand timely deliver to Landlord its Acceptance Notice within the aforesaid ten(10) day period in accordance with this Paragraph 12, then Tenant shall bedeemed to have elected not to accept Landlords’ offer set forth in the subjectOffer Notice, and Tenant’s rights with respect to the portion of the FirstNegotiation Space described in such Offer Notice shall terminate and be of nofurther force or effect, and Landlord shall be free to enter into a lease witha prospective tenant with respect to all or any part of that portion of theFirst Negotiation Space that was the subject of such Offer Notice, plusadditional space leased in conjunction therewith (including, withoutlimitation, an additional portion of the First Negotiation Space, provided suchadditional portion of the First Negotiation Space does not have more thanthirty percent (30%) of the Rentable Area of the portion of the FirstNegotiation Space that was offered to Tenant pursuant to the Offer Notice)

 

g.                      Landlord shall have theright to enter into a lease of all or a portion of the First Negotiation Spacewith a tenant or subtenant other than Tenant occupying such space on the datesuch space is so leased by Landlord without first being required to submit anOffer Notice to Tenant; and such lease with any such occupant shall be superiorto, but shall not have the effect of terminating, Tenant’s rights under thisParagraph 12.

 

h.                      Notwithstanding anythingin this Paragraph 12 to the contrary, Tenant shall have no right to exerciseany right or option under this Paragraph 12, nor shall Landlord have anyobligation to submit an Offer Notice to Tenant with respect to any portion ofthe First Negotiation Space before entering into a third party lease withrespect thereto, or to enter into any lease of any portion of the FirstNegotiation Space with Tenant, at any time during which either (i) anEvent of Default exists with respect to Tenant under this Lease, (ii) thisLease is not in full force and effect, (iii) Tenant has assigned this Lease or has entered into a sublease withrespect to all or any portion of the Premises, or (iv) Tenant is in defaultunder any other written agreement with Landlord.

 

13.           Deleted Provisions.  Effective as of the Effective Date, theLease is hereby amended by deleting the following provisions in their entirety:

 

a.             SpecialStipulation No. 2 of the Office Lease (“Renewal of Lease”)

 

b.             Paragraph6 of the First Amendment (“Tenant Improvements”)

 

14.           Brokerage Commissions.  Tenantrepresents and warrants that it has not retained or consulted with a broker,agent or commission salesperson with respect to the negotiation of this SecondAmendment, and that no commissions, fees or compensation of any kind are dueand payable in connection herewith to any broker, agent or commissionsalesperson acting for or on behalf of Tenant. Tenant agrees to indemnify andhold Landlord harmless from all loss, cost and damage suffered or incurred byLandlord as the result of any breach by Tenant of the representation andwarranty contained in this Paragraph 14. Except for Cousins 

 

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Properties Services LP,no broker, agent or commission salesperson has represented Landlord in thenegotiation of this Second Amendment, and Landlord has agreed to compensateCousins Properties Services LP for its services in accordance with the terms ofseparate commission agreement between Landlord and Cousins Properties ServicesLP.

 

15.           No Further Amendments; Ratification.  Except as expressly amendedherein, all terms and conditions of the Lease remain unamended in full forceand effect and are ratified and confirmed by Landlord and Tenant.  In the event of any conflict between theterms and conditions of this Second Amendment and any of the terms andconditions of the Lease, the terms and conditions of this Second Amendmentshall control.

 

16.           Basic Lease Information. The Basic Lease Information attached to thisSecond Amendment as Exhibit A-2 is hereby inserted herein to state certain ofthe terms of the Lease with respect to the Premises for the Extension Period.

 

IN WITNESS WHEREOF,Landlord and Tenant have caused this Second Amendment to be executed underseal, on the day and year first above written.

 
|             | LANDLORD:                                                  |
|------------------|------------------------------------------------------------|
|             |                                                       |
|             |                                                       |
|             | 485 PROPERTIES, LLC, a  Delaware limited liability company |
|             |                                                       |
|             | By:                                                        | /s/ Harry St. Clair |   |
|             |                                                       | Name: | Harry St. Clair |   |
|             |                                                       | Title: | Assistant Secretary |   |
| Date executed by |                                                       |   |
| Landlord:        | 6/26/03                                                    |   |   |   |
|                  |                                                            |  |  |  |  |  |  |  |

 

 

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

 

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[SIGNATURE PAGE TOSECOND AMENDMENT TO LEASE AGREEMENT]

 
|             | TENANT:                                    |                           |
|------------------|--------------------------------------------|--------------------------------|
|             |                                       |                           |
|             |                                       |                           |
|             | **EBIX.COM, INC.**, a Delaware corporation |                           |
|             |                                       |                           |
|             | By:                                        | /s/ James W.  Satterfield, EVP | (SEAL) |   |
|             |                                       | Authorized Signature           |   |
|             |                                       |                           |
|             |                                       | James W. Satterfield,  EVP     |   |   |
|             |                                       | Type Name of Signatory         |   |
|             |                                       |                           |
| Date executed by | By:                                        |                           | (SEAL) |   |
| Tenant:          | June 3, 2003                               |                           |   | Authorized Signature |   |
|             |                                       |                           |
|             |                                       |                           |   |   |
|             |                                       | Type Name of Signatory         |   |
|             |                                       |                           |
|             | (CORPORATE SEAL)                           |
|                  |                                            |                                |  |  |  |  |  |

 

*Note:    If Tenant is a corporation, two authorizedcorporate officers must execute this Second Amendment in their appropriatecapacities for Tenant, affixing the corporate seal.

 

By the execution anddelivery of this Second Amendment, Tenant has made and shall be deemed to havemade a continuous and irrevocable offer to Lease the Premises, on the termscontained in this Second Amendment, subject only to acceptance by Landlord (asevidenced by Landlord’s signature hereon), which Landlord may accept in itssole and absolute discretion.

 

Tenant’s Federal EmployerIdentificationNumber:                    

 

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**Exhibit A-2**

 

**CORPORATE CENTER V**

**BASIC LEASE INFORMATION**

 
| **Lease Date**                     |   | Office Lease, dated  October 20, 1998 (amended by First Amendment, dated February 10, 2000,  amended by Second Amendment, dated June 3, 2003) |
|------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|                               |   |                                                                                                                                          |
| **Landlord**                       |   | 485 PROPERTIES, LLC, a  Delaware limited liability company                                                                                    |
|                               |   |                                                                                                                                          |
| **Tenant**                         |   | EBIX.COM, INC., a  Delaware corporation                                                                                                       |
|                               |   |                                                                                                                                          |
| **Building Name**                  |   | Corporate Center V                                                                                                                            |
|                               |   |                                                                                                                                          |
| **Building Address**               |   | Five Concourse Parkway   Atlanta, Georgia 30328                                                                                               |
|                               |   |                                                                                                                                          |
| **Premises**                       |   | Suite 2850 and 3200                                                                                                                           |
|                               |   |                                                                                                                                          |
| **Lease Term**                     |   | Seven (7) years and  five (5) months*                                                                                                         |
|                               |   |                                                                                                                                          |
| **Effective Date**                 |   | June 1, 2003                                                                                                                                  |
|                               |   |                                                                                                                                          |
| **Expiration Date**                |   | October 31, 2010                                                                                                                              |
|                               |   |                                                                                                                                          |
| **Total Building   Rentable Area** |   | 687,107 square feet                                                                                                                           |
|                               |   |                                                                                                                                          |
| **Rentable Area**                  |   | 9,801 square feet                                                                                                                             |
|                               |   |                                                                                                                                          |
| **Tenant’s Share**            |   | 1.5%                                                                                                                                          |
|                               |   |                                                                                                                                          |

 
| **Annual Rental**        | 06/01/03-05/31/04 |   | $ | 20.50 |   |
|--------------------------|-------------------|--------|---|-------|--------|
| **(per rentable square** | 06/01/04-05/31/05 |   | $ | 21.01 |   |
| **foot per annum )**     | 06/01/05-05/31/06 |   | $ | 21.54 |   |
|                     | 06/01/06-05/31/07 |   | $ | 22.07 |   |
|                     | 06/01/07-05/31/08 |   | $ | 22.63 |   |
|                     | 06/01/08-05/31/09 |   | $ | 23.19 |   |
|                     | 06/01/09-05/31/10 |   | $ | 23.77 |   |
|                     | 06/01/10-10/31/10 |   | $ | 24.37 |   |

 

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| **Operating Costs  Base Year** |   | Calendar year 2003 |
|--------------------------------|--------|--------------------|

 

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*Note:   This Basic Lease Information isonly for the portion of the Lease term commencing on the Effective Date.  It does not address the portion of the Leaseterm falling prior to that date.

 
| **Security Deposit**          |   | N/A                                                             |
|-------------------------------|--------|-----------------------------------------------------------------|
|                          |   |                                                            |
| **Landlord’s Address**   |   | *For Notices:*                                                  |
|                          |   | 485 PROPERTIES, LLC                                             |
|                          |   | c/o Cousins Properties  Services LP                             |
|                          |   | Five Concourse Parkway                                          |
|                          |   | Suite  1200                                                     |
|                          |   | Atlanta, Georgia  30328-6111                                    |
|                          |   | Attn:       Stacey  Milam    |
|                          |   |                                                            |
| **Tenant’s Address**     |   | *For Notices:*                                                  |
|                          |   | EBIX.COM, INC.                                                  |
|                          |   | Five Concourse Parkway                                          |
|                          |   | Suite 2850                                                      |
|                          |   | Atlanta, Georgia 30328                                          |
|                          |   | Attn:       Jim  Satterfield |
|                          |   |                                                            |
| **Tenant’s  Broker**     |   | N/A                                                             |
|                          |   |                                                            |
| **Landlord’s Allowance** |   | $196,020.00 (one-time  only)                                    |

 

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