EX-10.17






Exhibit 10.17



OFFICE LEASE




RUBICON IN WINDWARD

6120 WINDWARD PARKWAY

ALPHARETTA, GEORGIA 30005




	 	 	 
	Landlord:
	 	Rubicon, L.C.; a Georgia Limited Liability Company

	 	 	 

	Tenant:
	 	Alimera Sciences, Inc.

	 	 	 

	Date:
	 	May 27, 2003







 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	SECTION	 	 	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	Demising clause
	 	 	 	 
	 	 	Term
	 	 	 	 
	 	 	 
	 	 	 	 
	1.	 	Rent
	 	 	 	 
	2.	 	Services
	 	 	 	 
	3.	 	Quiet Enjoyment
	 	 	 	 
	4.	 	Certain Rights Reserved To The Landlord
	 	 	 	 
	5.	 	Estoppel Certificates
	 	 	 	 
	6.	 	Indemnification And Waiver Of Certain Claims
	 	 	 	 
	7.	 	Liability Insurance
	 	 	 	 
	8.	 	Holding Over
	 	 	 	 
	9.	 	Assignment And Subletting
	 	 	 	 
	10.	 	Condition Of Premises
	 	 	 	 
	11.	 	Use Of Premises
	 	 	 	 
	12.	 	Repairs
	 	 	 	 
	13.	 	Untenantability
	 	 	 	 
	14.	 	Eminent Domain
	 	 	 	 
	15.	 	Landlord’s Remedies
	 	 	 	 
	16.	 	Subordination Of Lease
	 	 	 	 
	17.	 	Commencement Of Possession
	 	 	 	 
	18.	 	Notices And Consents
	 	 	 	 
	19.	 	No Estate In Land
	 	 	 	 
	20.	 	Invalidity Of Particular Provisions
	 	 	 	 
	21.	 	Miscellaneous Taxes
	 	 	 	 
	22.	 	Security Deposit
	 	 	 	 
	23.	 	Substitute Premises
	 	 	 	 
	24.	 	Brokerage
	 	 	 	 
	25.	 	Limitation Of Liability
	 	 	 	 
	26.	 	Special Stipulations
	 	 	 	 
	27.	 	Attorney’s Fees
	 	 	 	 
	28.	 	Construction Of Lease
	 	 	 	 
	29.	 	Entire Agreement
	 	 	 	 
	30.	 	Interpretation And Enforcement
	 	 	 	 
	31.	 	Rider
	 	 	 	 
	32.	 	Exhibits
	 	 	 	 
	 	 	Exhibit
“A” - the Premises
	 	 	 	 
	 	 	Exhibit “B”-Rider
	 	 	 	 
	 	 	Exhibit “C” -Rules and Regulations
	 	 	 	 






 









 





RUBICON IN WINDWARD

LEASE AGREEMENT




          This
agreement (“Lease”), made and entered into as of this
27 day of May, 2003, by and between
Rubicon, L.C., a Georgia limited liability company (“Landlord”) and Alimera Sciences, Inc.
(“Tenant”);




WITNESSETH:




     Landlord, for and in consideration of the rents, covenants, agreements, and stipulations
hereinafter mentioned, reserved and contained, to be paid, kept and performed by the Tenant, and by
these presents does lease and rent unto the said Tenant, and said Tenant hereby agrees to lease and
take upon the terms and conditions which hereinafter appear, the premises (“Premises”) as shown
either outlined or with cross-hatched lines on Exhibit “A” attached hereto and incorporated herein,
known as Suite 290, in the office building (the “Building”) — referred to sometimes herein as
“Rubicon in Windward”. The Premises is situated on the 2nd floor(s) of the Building and contains
approximately 5,079 rentable square feet. The Building, together with the land containing
approximately ten (10) acres on which it is located and all other improvements thereon — sometimes
referred to herein as the “Property” and sometimes as the “Project” — is located at 6120 Windward
Parkway in Alpharetta, Georgia 30005.



     The term of this Lease shall be for a period of Three (3) Years beginning on June 1, 2003, and
ending at midnight May 31, 2006 hence, except as otherwise expressly provided in this Lease. The
term (“Term”) of this
Lease shall be for a period of: A) If the Commencement Date occurs on the first day of the
Calendar month: 3 years beginning on the Commencement Date and ending at midnight on the day
preceding the 3rd anniversary of the
Commencement Date; B) if the Commencement Date occurs on any other day of the Calendar month:
3 years and the remainder of the partial month during which the anniversary date of the
Commencement Date occurs, beginning on the Commencement Date and ending at midnight on the last day
of the calendar month during which the 3rd anniversary of the Commencement Date occurs; except as
otherwise expressly provided in this Lease.



     The term “Commencement Date” shall mean and refer to the date of the beginning of the Lease as
set forth above, except as otherwise set forth in section 17 hereof.



     The Premises are to be used for general office use and related purposes and for no other
purpose without the prior written consent of Landlord.



1. RENT




     (a) The Tenant shall pay to the Landlord as Base Rent, in legal tender, at the Landlord’s
office as set forth in Exhibit “B”, or as directed from time to time by Landlord’s notice, the
annual amount set forth in Exhibit “B” payable in equal monthly payments as set forth in Exhibit
“B” promptly on the first day of every calendar month of the term, except for the first month’s
rent which is due and payable on execution of this Lease, and pro rata, in advance for any partial
month, without demand, the same being hereby waived and without any set-off or deduction
whatsoever. For any rent payment not made when due, Tenant shall pay — except as otherwise provided
for herein — a late charge equal to the greater of: i) $100.00 or ii) ten percent (10%) of the
overdue amount. The parties agree that such late charge represents a fair and reasonable estimate
of the costs Landlord will incur by reason of such late payment. The covenants herein to pay a late
charge shall be independent of any other covenant set forth in this Lease and shall be paid without
deduction or set-off.



     (b) It is understood that the Base Rent specified in Paragraph (a) was negotiated in
anticipation that the amount of Operating Expenses on the Property would not exceed $271,970.00
during any calendar year of the term hereof. Therefore, in order that the rental payable throughout
the term of the Lease shall reflect any increase in such costs, the
parties agree as hereinafter in this Section set forth. The annual Base Rent payable pursuant
to Paragraph (a) as increased pursuant to Paragraph (b) of this Section is hereinafter called the
“Rent”. Certain terms are defined as follows:



     Tenant’s Share: The amount of Tenant’s pro rata share of the increase in Taxes and Operating
Expenses over $271,970.00 during each calendar year. Tenant’s pro rata share of such increase is
agreed to be 10%.



     (A) Operating Expenses shall consist of all expenses, costs and disbursements (but not
specific costs billed to specific tenants of the Property) of every kind and nature, computed on
the accrual basis, relating to or incurred or paid in connection with the ownership and operation
of the Property, including but not limited to, the following:




     (i) wages and salaries of all on and off-site employees engaged in the operation,
maintenance or access control of the Property, including taxes, insurance and benefits
relating to such employees, allocated



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based upon the time such employees are engaged directly in providing such services;




     (ii) all supplies, tools, equipment and materials used in the operation and maintenance of
the Property;




     (iii) cost of all utilities for the Property including but not limited to the cost of
water and power for heating, lighting, air conditioning and ventilating in the common
areas;




     (iv) cost of all maintenance and service agreements for the Property and the equipment
therein, including but not limited to security service, garage operators, window cleaning,
elevator maintenance, janitorial service and landscaping maintenance;




     (v) cost of management, not to exceed five per cent (5%), of actual base rent
received;




     (vi) cost of repairs and general maintenance of the Property (excluding repairs,
alterations and general maintenance paid by proceeds of insurance or attributable solely to
tenants of the Property other than Tenant);




     (vii) amortization (together with reasonable financing charges) of the cost of
installation of capital investment items which are installed for the purpose of reducing
operating expenses, promoting safety, complying with governmental requirements or
maintaining the first class nature of the Property, other than capital items installed in
connection with Lessor’s initial construction of the Property;




     (viii) the cost of all insurance on the Property, including, but not limited to, the
cost of casualty, rental abatement and liability insurance applicable to the Property and
Lessor’s personal property used in connection therewith; and




     (ix) all taxes, assessments and governmental charges, whether or not directly paid by
Lessor, whether federal, state, county or municipal and whether they be by taxing districts
or authorities presently taxing the Property or by other subsequently created or otherwise,
and any other taxes and assessments attributable to the Property or its operation,
excluding, however, federal and state taxes on income, death taxes, franchise taxes, and
any taxes imposed or measured on or by the income of Lessor from the operation of the
Property or imposed in connection with any change of ownership of the Property; provided,
however, that if at any time during the term of this Lease, the present method of taxation
or assessment shall be so changed that the whole or any part of the taxes, assessments,
levies, impositions or charges now levied, assessed or imposed on real estate and the
improvements thereof shall be discontinued and as a substitute therefor, or in lieu of an
addition thereto, taxes, assessments, levies, impositions or charges shall be levied,
assessed and/or imposed wholly or partially as a capital levy or otherwise on the rents
received from the Property or the rents reserved herein or any part thereof, then such
substitute or additional taxes, assessments, levies, impositions or charges, to the extent
so levied, assessed or imposed, shall be deemed to be included within the operating
expenses to the extent that such substitute or additional tax would be payable if the
Property were the only property of the Lessor subject to such tax.



     (B) In order to provide for current payments on account of an increase in the annual Operating
Expenses in
excess of $271,970.00, the Tenant agrees, at Landlord’s request, to pay, as additional rent,
Tenant’s Share due for the ensuing twelve (12) months, as estimated by Landlord from time to time,
in twelve (12) monthly installments, each in an amount equal to 1/12th of Tenant’s Share so
estimated by Landlord commencing on the first day of the month following the month, in which
Landlord notifies Tenant of the amount of such estimated Tenant’s Share. If, as finally determined,
Tenant’s Share shall be greater than or be less than the aggregate of all installments so paid on
account to the Landlord for such twelve (12) month period, then Tenant shall pay to Landlord the
amount of such underpayment, or the Landlord shall credit Tenant for the amount of such
overpayment, as the case may be. It is the intention hereunder to estimate the amount of Operating
Expenses for each year and then to adjust such estimate in the following year based on actual
Operating Expenses incurred and/or paid by Landlord. The obligation of the Tenant with respect to
the payment of Rent shall survive the termination of this Lease. Any payment, refund, or credit
made pursuant to this Paragraph (b) shall be made without prejudice to any right of the Tenant to
dispute the statement under Paragraph (d) of this Section, or of the Landlord to correct, any
item(s) as billed pursuant to the provisions hereof. If the term remaining is less than a full
calendar year, then Tenant shall only owe the increase in the Operating Expenses for the full year
appropriately adjusted for the period remaining in the Tenant’s Term.



     (C) Upon receipt of the Landlord’s statement, Tenant does hereby covenant and agree promptly
to pay the increases in Rent pursuant to Paragraph (b) of this Section as and when the same shall
become due and payable, without further demand therefore, and without any set-off or deduction
whatsoever. Failure to give such statement shall not constitute a waiver by Landlord of its right
to require an increase in Rent pursuant to the provisions hereof.



     (D) Within thirty (30) days after receipt of such statement, Tenant or its authorized employee
shall have the right to inspect the books of Landlord at reasonable times during the business hours
of Landlord at Landlord’s office in the



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Building or, at Landlord’s option, at such other location that Landlord may specify, for the
purpose of verifying information in such statement. Unless Tenant asserts specific errors within
thirty (30) days after delivery of such statement, the statement shall be deemed to be correct.
Such inspection or audit shall be conducted by Tenant or tenant’s employee or Tenant’s auditor; but
in no event shall the audit be conducted by a third party whose compensation is contingent upon the
results of such audit or the amount of any refund received by Tenant. Tenant hereby agrees to keep
the results of any such audit confidential and to require Tenant’s auditor and its employees and
each of their respective attorneys and advisors to likewise keep the results of such audit in
strictest confidence. In particular, but without limitation, Tenant agrees that: (i) Tenant shall
not disclose the results of any such audit to any past, current, or prospective tenant of the
Property, and (ii) Tenant shall require, that its auditors, attorneys and anyone associated with
such parties shall not disclose the results of such audit to any past, current or prospective
tenant in the Property; provided, however, that Landlord hereby agrees that nothing in items (i) or
(ii) above shall preclude Tenant from disclosing the results of such audit in any judicial
proceeding, or pursuant to any court order or discovery request, or to any agent, representative,
or employee or Landlord who or which request the same.



     (E) No decrease in Operating Expenses shall reduce Tenant’s Rent below the annual Base Rent
set forth in Paragraph (a) of this Section.



     (F) All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to this
Lease shall be deemed additional rent and, in the event of non-payment thereof, Landlord shall have
all the rights and remedies herein provided for in case of non-payment of Rent.



2. SERVICES




     As long as Tenant is not in default under any of the covenants or provisions of this Lease,
Landlord shall maintain the Premises and the public and common areas of the Property, such as
lobbies, stairs, atriums, landscaping, corridors and restrooms in good order and condition except
for damage occasioned by the act of Tenant, its employees, agents or invitees, and Landlord shall
also provide the following services during reasonable and usual business hours for the term of this
Lease as follows:



     (a) Air conditioning and heat for normal purposes only, to provide in Landlord’s judgment,
comfortable occupancy Monday through Friday from 8:00 a.m. to 6:00 p.m. and Saturday from 8:00 a.m.
to 12:00 p.m., Sundays and holidays excepted. Tenant agrees not to use any apparatus or device, in
or upon or about the Premises which in any way may increase the amount of such services usually
furnished or supplied to tenants in the Building, and Tenant further agrees not to connect any
apparatus or device with the conduits or pipes, or other means by which such services are supplied,
for the purpose of using additional or unusual amounts of such services, without written consent of
Landlord. Should Tenant use such services under this provision to excess, Landlord reserves the
right to charge for
such services. The charge shall be payable as additional rental. Should Tenant refuse to make
payment upon demand of Landlord, such excess charge shall constitute a breach of the obligation to
pay rent under this Lease and shall entitle Landlord to the rights hereinafter granted for such
breach.



     (b) Electric power for lighting and operation of office machines, air conditioning and heating
as may be required for comfortable occupancy of the Premises between Monday and Friday from 8:00
a.m. to 6:00 p.m., and Saturday from 8:00 a.m. to 12:00 p.m., Sundays and holidays excepted.
Electric power furnished by the Landlord is intended to be that consumed in normal office use for
lighting, heating, ventilating, air-conditioning and small office machines. Landlord reserves the
right, if consumption of electricity exceeds that required for normal office use as specified, to
include a charge for such electricity as an addition to the monthly rental with such charge to be
based upon the average cost per unit of electricity for this Building applied to the excess use as
determined by an independent engineer selected by the Landlord, or at Landlord’s option, to be
determined by a submeter to be furnished and installed at Tenant’s expense. If the Tenant refuses
to pay upon demand of Landlord such excess charge, such refusal shall constitute a breach of the
obligation to pay rent under this Lease and shall entitle Landlord to the rights hereinafter
granted for such breach.



     (c) Lighting replacement, public restroom supplies, window washing with reasonable frequency,
and janitor service to the Premises during the times and in the manner that such janitor services
are customarily furnished in general office buildings in the area.



     (d) Taxes and insurance on the Premises, except as otherwise provided herein.



     (e) Parking will be provided on the parking lots on the Property on an unallocated basis,
unless Landlord, within its discretion assigns reserved spaces to some or all tenants or other
parties.



     (f) Landlord agrees to maintain the exterior and interior of the Building and Property to
include lawn and shrub care, snow removal, maintenance of the structure, roof, mechanical and
electrical equipment, architectural finish, security, and so on, excluding only those items
specifically excepted elsewhere in the Lease.



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     (g) Landlord may (i) close the Building during the period from: 6:00 p.m. until the following
7:00 a.m. each weekday; (ii) open the Building at 8:00 a.m. and close the Building at 12:00 p.m. on
Saturday, (iii) close the Building all day Sunday, and reopen the following Monday morning at 7:00
am, (iii) close the Building all holidays, or (iv) close the Building at such other hours as
Landlord may from time to time reasonably determine; after which hour admittance may be gained only
under such regulations as may from time to time be prescribed by Landlord.



     (h) Passenger elevator service, if normally provided for Building, daily from 7:00 a.m. to
6:00 p.m., and Saturday from 8:00 a.m. to 12:00 p.m., Sunday and holidays excepted. Automatic
elevator service shall be deemed “elevator services” within the meaning of this paragraph.



     Landlord shall make reasonable effort to provide the foregoing services, but in any event,
shall not be liable for damages, nor shall the rental herein reserved be abated for failure to
furnish or any delay in furnishing any of the foregoing services when there are disturbances or
labor disputes of any character, or by inability to secure electricity, fuel, supplies, machinery,
equipment or labor, or by the making of necessary repairs or improvements to Premises, or
unavailability of utilities due to governmental restrictions or any other conditions beyond
Landlord’s control nor shall the temporary failure to furnish any of such services be construed as
an eviction of Tenant or relieve Tenant from the duty of observing and performing any of the
provisions of this Lease, provided Landlord uses reasonable efforts to cure such interruption.



3. QUIET ENJOYMENT




     So long as the Tenant shall observe and perform the covenants and agreements binding on it
hereunder, the Tenant shall, at all times during the term herein granted, peacefully and quietly
have and enjoy possession of the Premises without any encumbrance or hindrance by, from or through
the Landlord.



4. CERTAIN RIGHTS RESERVED TO THE LANDLORD




     The Landlord reserves the following rights:



     (a) To name the Building and to change the name or street address of the Building.



     (b) To install and maintain a sign or signs on the exterior or interior of the Building.



     (c) To designate, limit, restrict or prohibit all sources furnishing sign painting and
lettering, ice, drinking water, towels, toilet supplies, shoe shining, vending machines, mobile
vending service, catering, and like services used on the Premises or in the Building.



     (d) During the last ninety (90) days of the term, if during or prior to that time the Tenant
vacates the Premises, to decorate, remodel, repair, alter or otherwise prepare the Premises for
reoccupancy, without affecting Tenant’s obligation to pay rental for the Premises.



     (e) To constantly have pass keys to the Premises.



     (f) On reasonable prior notice to the Tenant, to exhibit the Premises to prospective tenants
during the last twelve (12) months of the term, and to any prospective purchaser, mortgagee, or
assignee of any mortgage on the Property and to others having a legitimate interest at any time
during the term.



     (g) At any time in the event of an emergency, and otherwise at reasonable times, to take any
and all measures, including inspections, repairs, alterations, additions and improvements to the
Premises or to the Building, as may be necessary or desirable for the safety, protection or
preservation of the Premises or the Building or the Landlord’s interests, or as may be necessary or
desirable in the operation or improvement of the Building or in order to comply with all laws,
orders and requirements of governmental or other authority.



     (h) To install vending machines of all kinds in the Premises, and to provide mobile vending
service therefore, and to receive all of the revenue derived therefrom, provided, however, that no
vending machines shall be installed by Landlord in the Premises nor shall any mobile vending
service be provided therefore, unless Tenant so requests.



5. ESTOPPEL CERTIFICATES




     The Tenant shall, within ten (10) days after written request of Landlord, execute,
acknowledge, and deliver to the Landlord or to Landlord’s mortgagee, proposed mortgagee, Land
Lessor or proposed purchaser of the Property or any part thereof, any estoppel certificates
requested by Landlord from time to time, which estoppel certificates shall show whether the Lease
is in full force and effect and whether any changes may have been made to the original Lease;
whether the term of the Lease has commenced and full rental is accruing; whether there are any
defaults by Landlord



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and, if so, the nature of such defaults, whether possession has been assumed and all improvements
to be provided by Landlord have been completed; and whether rent has been paid more than thirty
(30) days in advance and that there are no liens, charges, or offsets against rental due or to
become due and that the address shown on such estoppel is accurate.



6. INDEMNIFICATION AND WAIVER OF CERTAIN CLAIMS




     (a) The Tenant, to the extent permitted by law, waives all claims it may have against the
Landlord, and against the Landlord’s agents and employees for damage to person or property
sustained by the Tenant or by any occupant of the Premises, or by any other person, resulting from
any part of the Property or any equipment or appurtenances becoming out of repair, or resulting
from any accident in or about the Property or resulting directly or indirectly from any act or
neglect of any tenant or occupant of any part of the Property or of any other person, unless such
damage is a result of the negligence of Landlord, or Landlord’s agents or employees, subject,
however, to the provisions of paragraph (b) below. If any damage results from any act or neglect of
the Tenant, the Landlord may, at the Landlord’s option, repair such damage and the Tenant shall
thereupon pay to the Landlord the total cost of such repair. All personal property belonging to the
Tenant or any occupant of the Premises that is in or any part of the Property shall be there at the
risk of the Tenant or of such other person only, and the Landlord, its agents and employees shall
not be liable for any damage thereto or for the theft or misappropriation thereof. The Tenant
agrees to hold the Landlord harmless and indemnified against claims and liability for injuries to
all persons and for damage to or loss of property occurring in or about the Property, due to any
negligent act or failure to act by the Tenant, its contractors, agents or employees, or default by
Tenant under this Lease.



     (b) Landlord shall not be liable for any damage or loss to fixtures, equipment, merchandise or
other personal property of Tenant located anywhere in or on the leased Premises caused by theft,
fire, water, explosion, sewer backup or any other hazards, regardless of the cause thereof, and
Tenant does hereby expressly release Landlord of and from
any and all liability for such damages or loss. Landlord shall not be liable for any damage or
loss resulting from business interruption at the leased Premises and Tenant does hereby expressly
release Landlord of and from any and all liability for such damages or loss. Landlord shall not be
liable for any damages to the leased Premises or any part thereof caused by fire or other insurable
hazards, regardless of the cause thereof, and Tenant does hereby expressly release Landlord of and
from any and all liability for such damages or loss. To the extent that any of the risks or perils
described in this paragraph (b) are in fact covered by insurance, each party shall cause its
insurance carriers to waive all rights of subrogation against the other party.



7. LIABILITY INSURANCE




     Tenant shall, at its expense, maintain during the term, comprehensive public liability
insurance, contractual liability insurance and property damage insurance under policies issued by
insurers of recognized responsibility, with limits of not less than $500,000 for personal injury,
bodily injury, death, or for damage or injury to or destruction of property (including the loss of
use thereof) for any one occurrence. Tenant’s policies shall name Landlord, its agents, servants and
employees as additional insureds. Tenant shall furnish at Landlord’s request, a certificate
evidencing such coverage.



8. HOLDING OVER




     Unless otherwise agreed to in writing by Landlord and Tenant, if the Tenant retains possession
of the Premises or any part thereof after the termination of the term, the Tenant shall pay the
Landlord Rent at double the monthly rate in effect immediately prior to the termination of the term
for the time the Tenant thus remains in possession and, in addition thereto, Tenant shall pay the
Landlord for all damages, consequential as well as direct, sustained by reason of the Tenant’s
retention of possession. The provisions of this Section do not exclude the Landlord’s rights of
re-entry or any other right hereunder. No such holding over shall be deemed to constitute a renewal
or extension of the term hereof.



9.
ASSIGNMENT AND SUBLETTING




     The Tenant shall not, without the Landlord’s prior written consent, (a) assign, convey,
mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this Lease or
any interest under it; (b) allow any transfer thereof by operation of law; (c) sublet the Premises
or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof by
anyone other than the Tenant.



     If the assignment, transfer, or subletting is approved and rents under the sublease are
greater than the rents provided for herein, then landlord shall have the further option either (a)
to convert the sublease into a prime lease and receive all of the rents, in which case Tenant will
be relieved of further liability hereunder and under the proposed sublease, or (b) to require
Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such
excess rents.



     If this Lease is assigned or if the Premises or any part thereof are sublet or occupied by
anybody other than the



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Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or
occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver of any of the Tenant’s covenants
contained in this Lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a
release of Tenant from further performance by tenant of covenants on the part of Tenant herein
contained.



10. CONDITION OF PREMISES




     Except as otherwise agreed to in writing, Tenant’s taking possession of the Premises shall be
conclusive evidence as against the Tenant that the Premises were in good order and satisfactory
condition when the Tenant took possession. No promise of the Landlord to alter, remodel, repair or
improve the Premises or the Building and no representation respecting the condition of the Premises
or the Building have been made by Landlord to Tenant, other than as may be contained herein or in a
separate agreement signed by Landlord and Tenant. Tenant shall, at the termination or expiration of
this Lease or upon Tenant’s abandonment of the Premises, (i) surrender the Premises to Landlord in
broom-clean and in good condition and repair, and if not returned to Landlord in broom-clean and
good condition, then Tenant shall pay Landlord the cost to restore the Premises to broom-clean and
good condition and repair thereof on Landlord’s demand; (ii) return all keys to Landlord; (iii) at
its sole expense, remove any equipment which may cause contamination of the property; (vi) clean up
any existing contamination in compliance with all Environmental Requirements; and (v) leave the
Premises totally free of any Hazardous Substances.



11. USE OF PREMISES




     The Tenant agrees to comply with the following rules and regulations and with such reasonable
modifications thereof and additions thereto as the Landlord may hereafter from time to time make
for the Building. The Landlord shall not be responsible for the nonobservance by any other tenant
or any of said rules and regulations.



     (a) The Tenant shall not exhibit, sell or offer for sale on the Premises or in the Building
any article or thing except those articles and things essentially connected with the stated use of
the Premises by the Tenant without the advance consent of the Landlord.



     (b) The Tenant will not make or permit to be made any use of the Premises or any parts thereof
which would violate any of the covenants, agreements, terms, provisions and conditions of this
Lease or which directly or indirectly is forbidden by public law, ordinance or governmental
regulation or which may be dangerous to life, limb or property, or which may invalidate or increase
the premium cost of any policy of insurance carried on the Building or covering its operation, or
which will suffer or permit the Premises or any part thereof to be used in any manner or anything
to be brought into or kept therein which, in the judgment of Landlord, shall in any way impair or
tend to impair the character, reputation or appearance of the Property as a high quality office
building, or which will impair or interfere with any of the services performed by Landlord for the
Property.



     (c) The Tenant shall not display, inscribe, print, paint, maintain or affix on any place in or
about the Building any sign, notice, legend, direction, figure or advertisement, except on the
doors of the Premises and on the Directory Board, and then only such name(s) and matter, and in
such color, size, place and materials, as shall first have been approved by the Landlord. The
listing of any name other than that of the Tenant, whether on the doors of the Premises, on the
Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or
in the Premises or be deemed to be the written consent of Landlord mentioned in Section 9, it being
expressly understood that any such listing is a privilege extended by Landlord revocable at will by
written notice to Tenant.



     (d) The Tenant shall not advertise the business, profession or activities of the Tenant
conducted in the Building in any manner which violates the letter or spirit of any code of ethics
adopted by any recognized association or organization pertaining to such business address of the
Tenant, and shall never use any picture or likeness of the Building in any circulars, notices,
advertisements or correspondence without the Landlord’s consent.



     (e) No additional locks or similar devices shall be attached to any door or window without
Landlord’s prior written consent. No keys for any door other than those provided by the Landlord
shall be made. If more than two keys for one lock are desired, the Landlord will provide the same
upon payment by the Tenant. All keys and key cards must be returned to the Landlord at the
expiration or termination of the Lease. Tenant shall pay Landlord Landlord’s actual cost for any
key cards furnished to Tenant to provide Tenant access to the Building after ordinary hours of
operation.



     (f) The Tenant shall not make any alterations, improvements or additions to the Premises
including, but not limited to, wall coverings and special lighting installations, without the
Landlord’s advance written consent in each and every instance. In the event Tenant desires to make
any alterations, improvements or additions; Tenant shall first submit to Landlord Plans and
Specifications therefor and obtain Landlord’s written approval thereof prior to commencing any such
work. All alterations, improvements or additions, whether temporary or permanent in character, made
by Landlord or Tenant in or upon the Premises shall become Landlord’s property and shall remain
upon the Premises at the termination



6









 







of this Lease without compensation to Tenant (except only Tenant’s movable office furniture,
trade fixtures, office and professional equipment). Any damage caused by or resulting from the
removal of Tenant’s office furniture, trade fixtures, and office and professional equipment may be
repaired by the Landlord at Tenant’s cost and expense.



     (g) All persons entering or leaving the Building after hours on Monday through Friday, or at
any time on Saturdays, Sundays, or holidays, may be required to do so under such regulations as the
Landlord may impose. The Landlord may exclude or expel any peddler.



     (h) The Tenant shall not overload any floor. The Landlord may direct the time and manner of
delivery, routing and removal, and the location, of safes and other heavy articles.



     (i) Unless the Landlord gives advance written consent, the Tenant shall not install or operate
any steam or internal combustion engine, boiler, machinery, refrigerating or heating device or
air-conditioning apparatus in or about the Premises, or carry on any mechanical business therein,
or use the Premises for housing accommodations or lodging or sleeping purposes, or do any cooking
therein, or use any illumination other than electric light, or use or permit to be
brought into the Building any inflammable fluids such as gasoline, kerosene, naphtha, and
benzine, or any explosives, radioactive materials or other articles deemed extra hazardous to life,
limb or property. The tenant shall not use the Premises for any illegal or immoral purpose.



     (j) The Tenant shall cooperate fully with the Landlord to assure the effective operation of the
Building’s common area air conditioning and heating system; and leave closed, except for purposes
of ingress and egress, the doors from the Premises to the common area hallways, and the entrance
doors to the Building when the common area’s air-conditioning and heating system is in use.



     (k) The Tenant shall not contract for any work or service which might involve the employment
of labor incompatible with the building employees or employees of contractors doing work or
performing services by or on behalf of the Landlord.



     (l) The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be
obstructed by the Tenant or used for any purpose other than for ingress to and egress from its
Premises. The halls, passages, exits, entrances, elevators, stairways and roof are not for the use
of the general public and the Landlord shall in all cases retain the right to control and prevent
access thereto by all persons whose presence, in the judgment of the Landlord, shall be prejudicial
to the safety, character, reputation and interests of the Building and its tenants, provided that
nothing herein contained shall be construed to prevent such access to persons with whom the Tenant
normally deals in the ordinary course of Tenant’s business unless such persons are engaged in
illegal activities. Neither Tenant nor any employees or invitees of Tenant shall go upon the roof
or mechanical floors of the Building.



     (m) Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or
substance in the Premises, or permit or suffer the Premises to be occupied or used in manner
offensive or objectionable to the Landlord or other occupants of the Building by reason of noise,
odors and/or vibrations, or interfere in any way with other tenants or those having business
therein, nor shall any animals or birds be brought in or kept in or about the Property.



     (n) Tenant shall see that all doors, and windows, if operable, of the Premises are closed and
securely locked before leaving the Building and must observe strict care and caution that all water
faucets or water apparatus in the Premises are entirely shut-off before Tenant or Tenant’s
employees leave the Building, so as to prevent waste or damage.



     (o) Tenant agrees that it will not violate any Environmental Requirements or cause or permit
any Hazardous Substances to be present, generated, treated, stored, released, used or disposed of
in, on, at or under the Premises, Building, or Project. Notwithstanding the foregoing, Tenant may,
upon written consent of Landlord (which may be granted or withheld in Landlord’s sole discretion)
and solely as an incident to its business operations, use certain materials and substances which
may contain Hazardous Substances provided that same are of a type and in the quantities customarily
found or used in similar office environments, such as packaging materials, commercial cleaning
fluids, photocopier fluids and similar substances and further provided that all such use is in
total compliance with all Environmental Requirements. Tenant covenants and agrees to defend,
indemnify, and hold harmless Landlord and beneficiaries, Landlord’s lenders or mortgage holders,
officers, directors, servants, agents, successors, assigns, and employees thereof, respectively
(collectively, “Landlord’s Affiliates”), both in their capacities as corporate representatives and
as individuals, from and against any and all liabilities, actions, responsibilities, obligations,
environmental impairment damages, fines, losses, damages, and claims, and all costs and expenses
(including but not limited to attorneys’ fees and expenses) (collectively, “Losses”) in any manner
whatsoever incurred, which: i) relate in any way to Tenant’s failure or alleged failure to comply
with any Environmental Requirements; ii) related to the actual or threatened release, generation,
treatment, presence, storage, use, or disposition of any Hazardous Substances, pollutants, or
contaminants which have resulted from or are related to Tenant’s activities on the Premises; iii)
the violation or threatened violation of Tenant’s covenants herein; or iv) otherwise arise pursuant
to any Environmental Requirements.



7









 





     (p) Tenant shall also comply with Rules and Regulations as set forth in Exhibit “C”.



     The term “Environmental Requirements” shall mean all federal, state, and local laws (including
the common law), statutes, ordinances, rules, regulations, and other requirements (including,
without limiting the generality of the foregoing, judicial orders, administrative orders, consent
agreements, and permit conditions) now or hereafter promulgated, relating to health, safety,
welfare, hazardous substances as defined in Section 3.5 of this Lease, or the protection of the
environment.



     The term “Hazardous Substances” shall mean all substances, elements, materials, compounds,
wastes, or byproducts
of whatever kind or nature defined or classified as hazardous, dangerous, toxic, radioactive,
or restricted under any Environmental Requirements now or hereafter promulgated, or as amended,
(including, without limiting the generality of the foregoing. The Comprehensive Environmental
Response, Compensation, and Liability Act; The Toxic Substances Control Act; The Resource
Conservation and Recovery Act; Rules and Regulations of the Environmental Protection Agency; The
Clean Water Act; The Clean Air Act; Superfund Amendments and Reauthorization Act).



     In addition to all other liabilities for breach of any covenant of this Section, the Tenant
shall pay to the Landlord an amount equal to any increase in insurance premiums payable by the
Landlord or any other tenant in the Building, caused by such breach.



     Tenant, on its own behalf and on behalf of its successors and assigns, hereby releases and
forever discharges Landlord and Landlord’s Affiliates, both in their capacities as corporate
representatives and as individuals, for any and all Losses, whether now or hereafter claimed or
known, which Tenant now has or may have in the future against the Landlord arising from or relating
in any way to releases or threatened releases of Hazardous Substances or violation of any
Environmental Requirement which may occur as a result of Tenant’s activities on the Premises, or
which arise from Tenant’s failure or alleged failure to comply with any Environmental Requirements.



12. REPAIRS




     Tenant shall give to Landlord prompt written notice of any damage, or defective condition, of
any part or appurtenance of the Building’s plumbing, electrical, heating, air-conditioning or other
systems serving, located in, or passing through the Premises. Subject to the provisions of Sections
2 and 13, the Tenant shall, at the Tenant’s own expense, keep the Premises in good order, condition
and repair during the term, and the Tenant, at the Tenant’s expense, shall comply with all laws and
ordinances and all rules and regulations of all governmental authorities and of all insurance
bodies at any time in force, applicable to the Premises or to the Tenant’s use thereof, except that
the Tenant shall not hereby be under any obligation to comply with any law, ordinance, rule or
regulation requiring any structural alteration of or in connection with the Premises, unless such
alteration is required by reason of a condition which has been created by, or at the instance of,
the Tenant, or is required by reason of a breach of any of the Tenant’s covenants and agreements
hereunder. Landlord shall not be required to repair any injury or damage by fire or other cause, or
to make any repairs or replacements of any panels, decoration, office fixtures, railing, ceiling,
floor covering, partitions, or any other property installed in the Premises by the Tenant.



13. UNTENANTABILITY




     In the event the Premises, Building or Project are damaged by fire or other insured casualty
and the insurance proceeds have been made available therefore by the holder or holders of any
mortgages or deeds of trust, the damage shall be repaired by and at the expense of Landlord to the
extent of such insurance proceeds available therefore, provided such repairs can, in Landlord’s
sole opinion, be made within one hundred twenty (120) days after the occurrence of such damage
without the payment of overtime or other premiums. Until such repairs are completed, the rent shall
be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of
its business. If repairs cannot, in Landlord’s sole opinion be made within one hundred twenty (120)
days, Landlord may at its option make these within a reasonable time and, if agreed to by Tenant,
this Lease shall continue in effect. In the case of repairs, which in Landlord’s opinion cannot be
made within one hundred twenty (120) days Landlord shall notify Tenant within thirty (30) days of
the date of occurrence of such damage as to whether or not Landlord elects to make such repairs and
if no such repairs and if no such notice is given, Landlord shall be deemed to have elected to make
such repairs. If Landlord elects not to make such repairs or if said repairs cannot be made within
one hundred twenty (120) days of notice, then either party may, by written notice to the other,
cancel this Lease as of the date of the occurrence of such damage and Tenant must vacate the
Premises within thirty (30) days of such notice. Except as provided in this Section, there shall be
no abatement of rent and no liability of Landlord by reason of any injury to, damage or
interference with Tenant’s business or property arising from any such fire or other casualty or
from the making or not making of any repairs, alterations or improvements in or to any portion of
the Premises, Building or Project or in or to fixtures, appurtenances and equipment therein. Tenant
understands that Landlord will not carry insurance of any kind on Tenant’s furniture or furnishings
or on any fixtures or equipment removable by Tenant under the provisions of this Lease



8









 







and that Landlord shall not be obliged to repair any damage thereto or replace the same.
Landlord shall not be required to repair any injury or damage caused by fire or other cause, or to
make any repairs or replacements to or of improvements installed in the Premises by or for Tenant.



14. EMINENT DOMAIN




     (a) In the event that title to the whole or any part of the Premises shall be lawfully
condemned or taken in any manner for any public or quasi-public use, this Lease and the term and
estate hereby granted shall forthwith cease and terminate as of the date of vesting of title and
the Landlord shall be entitled to receive the entire award, the Tenant hereby assigning to the
Landlord the Tenant’s interest therein, if any. However, nothing herein shall be deemed to give
Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for
the taking of personal property or fixtures belonging to Tenant or for the interruption of or
damage to Tenant’s business or for Tenant’s
moving expenses.



     (b) In the event that title to a part of the Building other than the Premises shall be so
condemned or taken, the Landlord may terminate this Lease and the term and estate hereby granted by
notifying the Tenant of such termination within sixty (60) days following the date of vesting of
title, and this Lease and the term and estate hereby granted shall expire on the date specified in
the notice of termination, not less than sixty (60) days after the giving of such notice, as fully
and completely as if such date were the date hereinbefore set for the expiration of the term of
this Lease, and the Rent hereunder shall be apportioned as of such date.



     (c) In the event of any condemnation or taking of any portion of the parking area of the
Property, which does not result in a reduction of the parking ratio to less than one space for each
375 square feet of leased area, the terms of this Lease shall continue in full force and effect. If
more of the Property is taken, either party shall have the right to terminate this Lease upon
giving written notice to the other party within thirty (30) days of such taking.



     (d) For the purpose of this Section 14, a sale to a public or quasi-public authority under
threat of condemnation shall constitute a vesting of title and shall be constructed as a taking by
such condemning authority.



15. LANDLORD’S REMEDIES




     15.1 The occurrence of any of the following is an event of default under this Lease:



     (a) Landlord does not receive punctually on the date due any payment of the full amount of
rent (Whether Base Rent, additional rent or any adjustment to rent) or any other sum required to be
paid by Tenant.



     (b) Tenant fails to fully and punctually comply and fully perform any covenant, agreement,
provision or condition of this Lease and such default shall continue for a period of fifteen (15)
days after written notice from Landlord to Tenant.



     (c) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent or
shall make a transfer in fraud of creditors or make an assignment for the benefit of creditors.



     (d) The levy of a writ of execution or attachment on or against the property of Tenant that is
not released or discharged within thirty (30) days thereafter.



     (e) The institution by or against Tenant of a bankruptcy or insolvency proceeding, an
assignment for benefit of creditors, reorganization, liquidation or involuntary dissolution by or
against Tenant or any guarantor of Tenant’s obligation not dismissed within thirty (30) days.



     (f) A receiver, trustee or liquidator has been appointed for the Premises or for all or
substantially all of the assets of Tenant or any guarantor of Tenant’s obligations under this Lease
and has not been dismissed or discharged within thirty (30) days.



     (g) Tenant fails to take possession or occupancy of the Premises or abandons, deserts or
vacates all or any portion of the Premises.



     (h) Tenant shall do or permit to be done anything which creates a lien or claim of lien on the
Premises or Building and the same is not fully released within thirty (30) days.



     (i) Tenant shall breach or fail to comply with any of the Rules and Regulations, such breach
or failure to continue for more than ten (10) days after notice from the Landlord.




9












 





     (j) Tenant shall violate any law, statute, rule, any Environmental Requirements or any
regulation of any governmental authority, bureau, or agency and such violation is not totally cured as
required by such law, statute, rule or regulation.



     (k) Tenant assigns or subleases all or any part of its interest in this Lease without
complying with the provisions of Section 9 hereof.



     (l) Tenant has made any materially misleading or untrue statement, representation or
warranty to Landlord under this Lease or with respect to the net worth, assets, liabilities, or financial
condition of Tenant or any guarantor of Tenant’s obligations under this Lease.



     15.2 In the event of a default, Landlord and Landlord’s Affiliates shall have the option
to pursue any one or more of the following rights or remedies without notice or demand, which
rights or remedies shall be in addition to and shall not waive any other remedies or rights
Landlord or Landlord’s Affiliates may have at law, equity or under any Environmental Requirements.
All rights and remedies of the Landlord herein enumerated shall be cumulative, and none shall
exclude any other right or remedy allowed by law. In addition to the other remedies in this Lease
provided, the Landlord shall be entitled to the restraint by injunction of the violation or
attempted violation of any of the covenants, agreements or conditions of this Lease.



     (a) Landlord may enjoin any failure of Tenant to fully and punctually comply and fully
perform any
covenant, agreement, provision or condition of this Lease.



     (b) Landlord may terminate this Lease without further notice and without prejudice or waiver
of any
other remedy or right available to Landlord, in which event Tenant shall immediately surrender
Premises and, if
Tenant fails to do so, Landlord may re-enter upon, take possession of Premises, expel or
remove Tenant and any
other occupant of Premises or any part thereof and remove all property on the Premises, by
force, if necessary,
without being liable for prosecution or any claim of damage or injury therefore. Tenant shall
indemnify and hold
Landlord harmless from any loss, costs, or damages occasioned by Landlord and no entry or
re-entry by Landlord
shall be considered or construed to be a forcible entry.



     (c) Enter upon and take possession of Premises and expel or remove Tenant and any other
occupant
of the Premises or any part thereof, and remove all property on the Premises, without
terminating this Lease, without
being liable for prosecution or any claim of damage of injury therefore. Tenant shall
indemnify and hold Landlord
harmless from any loss, costs, or damages occasioned by Landlord and no entry or re-entry by
Landlord shall be
considered or construed to be a forcible entry.



     (d) Should Landlord elect to re-enter, as herein provided, or should it take possession
pursuant to
legal proceedings or pursuant to any notice provided for by law; it may either terminate this
Lease or it may from time
to time, without terminating this Lease, re-let the Premises or any part thereof for such
terms and at such rental or
rentals and upon such other terms and conditions as Landlord in its sole discretion may deem
advisable, with the
right to make alterations and repairs to Premises or grant rental or other concessions to any
successor tenant.
Landlord shall not be responsible for nor required to re-let the Premises and Tenant waives
any and all rights to
contend that Landlord’s failure to re-let, the terms, conditions or concessions of such
re-letting, or the failure to
collect rent in any way reduce, diminish or mitigate Tenant’s obligations to Landlord.
Landlord may elect in its sole
discretion to apply rentals received by it: (i) to the payment of any indebtedness; (ii) to
the payment of any cost of
such re-letting including but not limited to any broker’s commissions or fees, attorneys fees
and costs in connection
therewith; (iii) to the payment of the cost of any alterations and repairs to the Premises;
(iv) to the payment of rent
due and unpaid hereunder; and, (v) the residue, if any, shall be held by Landlord and applied
in payment of future
rent as the same may become due and payable hereunder. Should such rentals received from such
re-letting after
application by Landlord to the payments described in foregoing clauses (i) through (v) during
any month be less than
that agreed to be paid during the month by Tenant hereunder, then Tenant shall pay such
deficiency to Landlord.
Such deficiency shall be calculated and paid monthly to Landlord by Tenant.



     · (e) In lieu of electing to receive and apply rentals as provided above, Landlord shall have
the right, at Landlord’s election, to recover from Tenant all damages incurred by reason of such
Tenant’s default including, without limitation, a sum equal to the then-present value (using a
discount rate of seven percent (7%) per annum) of the excess, if any, of the total Base Annual Rent
and additional rent and all other sums which would have been payable hereunder by Tenant for the
remainder of the Lease Term (as if there had been no default and no termination of the Lease due to
Tenant’s default), less (1) the aggregate reasonable rental value of the Premises for the same
period, determined as set forth below, plus (2) the costs of recovering and restoring the
Premises to the condition set forth in Section 10 hereof at the termination of the Lease, and all
other reasonable expenses incurred by Landlord due to Tenant’s default, including, without
limitation, reasonable attorney’s fees plus (3) the unpaid Base Annual Rental and
additional rental or any other sums due by Tenant under this Lease as of the date of such
termination, with interest thereon at the rate of 10 % per annum. In determining the aggregate
reasonable rental



10









 







value pursuant to item (1) above, the parties hereby agree that all relevant factors shall be
considered as of the time Landlord seeks to enforce such remedy, including, but not limited to, (A)
the length of time remaining in the Lease Term, (B) the then-current market conditions in the
general area in which the Premises are located, (C) the likelihood of reletting the Premises for a
period of time equal to the remainder of the Lease Term, (D) the net effective rental rates (taking
into account all concessions) then being obtained for space of similar type and size in similar
type buildings in the general area in which the Premises are located, (E) the vacancy levels in
comparable quality buildings in the general area in which the Building is located, and (F) current
levels of new construction that will be completed during the remainder of the Lease Term and the
degree to which such new construction will likely affect vacancy rates and rental rates in
comparable quality buildings in the general area in which the Premises are located. Tenant agrees
to pay the total amount calculated as aforesaid under this subparagraph to Landlord within ten (10)
calendar days following Landlord’s written demand therefor, together with all Base Annual Rent and
additional rent and all charges and assessments theretofore due, at the same address where Tenant
is to pay Landlord the Base Rent of this Lease; provided, however, that such payment shall not
constitute a penalty or forfeiture but shall constitute liquidated damages for Tenant’s failure to
comply with the terms and provisions of this Lease, Landlord and Tenant hereby agreeing that
Landlord’s actual damages in such event would be impossible to ascertain and that the amount set
forth above is a reasonable estimate thereof.



     (f) No such 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 same is given to
Tenant or unless the
termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any
such re-letting without
termination, Landlord may at any time thereafter elect to terminate this Lease for such
previous breach.



     (g) Nothing herein contained shall limit or prejudice the right of Landlord at its option to
provide for
and obtain as damages by reason of any such termination of this Lease or of possession an
amount equal to the
maximum allowed by any statute or rule of law in effect at the time when such termination
takes place, whether or
not such amount be greater, equal to or less than the amounts of damages which Landlord may
elect to receive as
set forth above.



     (h) Landlord may, in addition to any other remedy at law or in equity or elsewhere in
this Lease, cure Tenant’s default at reasonable expense, which expense shall be paid to Landlord by
Tenant upon demand.



     (i) All rights of Landlord under this Lease or at law may be exercised by persons acting on
behalf of
Landlord, under authority granted by Landlord, with full right of reimbursement. Tenant
unconditionally releases and waives any right it has or may have to seek damages for injury to
person or property against Landlord or persons acting on Landlord’s behalf by the exercise of the
rights granted in this Lease or at law or equity. Tenant covenants and agrees, waiving all rights
to assert, and shall not interpose, any counterclaim or claim for offset or deduction in any
summary proceeding brought by Landlord to recover possession of the Premises.



     (j) Any deposits, rents or funds of Tenant held by Landlord at the time of default by
Tenant, may be
applied by Landlord to any damages provided herein or at law.



     (k) Neither the commencement of any action or proceeding, nor the settlement thereof, nor
entry of
judgment thereon shall bar Landlord from bringing subsequent actions or proceedings from time to
time, nor shall the failure to include in any action or preceding any sum or sums then due be a bar
to the maintenance of any subsequent actions or proceedings for the recovery of such sum or sums so
omitted.



     (l) Tenant hereby appoints as its agent to receive service of all dispossessory or distress
proceedings
and notices thereunder the person in charge of Premises at the time, and if no person is then in
charge of Premises, then such service or notice may be made by attaching the same to the entrance
of Premises, provided that a copy of any such proceedings or notices shall be mailed to Tenant at
the Premises.



16. SUBORDINATION OF LEASE




     This Lease is and shall be subject and subordinate to any and all mortgages or deeds of trust
now existing upon or that may be hereafter placed upon the Premises and the Property and to all
advances made or to be made thereon and all renewals, modifications, consolidations, replacements
or extensions thereof and the lien of any such mortgages, deeds of trust and land leases shall be
superior to all rights hereby or hereunder vested in Tenant, to the full extent of all sums secured
thereby. This provision shall be self-operative and no further instrument of subordination shall be
necessary to effectuate such subordination and the recording of any such mortgage or deed of trust
shall have preference and precedence and be superior and prior in lien to this Lease, irrespective
of the date of recording. In confirmation of such subordination, Tenant shall on request of
Landlord or the holder of any such mortgage or deed of trust execute and deliver to Landlord within
ten (10) days any instrument that Landlord or such holder may reasonably request. If Landlord seeks
a new loan (“New Loan”) secured by the Property, the Building or the Premises, and obtains a



11









 







commitment for the New Loan, then Landlord shall make a good faith effort to obtain a
non-disturbance agreement (the “Non-disturbance Agreement”) from the lender (“Lender”); but if the
Lender, after being requested by Landlord, refuses to enter into a Non-disturbance Agreement for
any reason, then Landlord shall not be required to obtain a non-disturbance agreement from the
Lender before entering into the New Loan. A “Non-disturbance Agreement” shall mean an agreement -
by the Lender or holder of a security deed, mortgage or deed of trust encumbering the Premises and
Property - that in the event of foreclosure of such security deed, mortgage or deed of trust,
Tenant shall remain undisturbed under this Lease so long as Tenant complies with all of the terms,
obligations and conditions hereunder.



17. COMMENCEMENT OF POSSESSION




     If the Landlord shall be unable to give possession of the Premises on the date of the
commencement of the term hereof because the Premises shall not be ready for occupancy, the Landlord
shall not be subject to any liability for the failure to give possession on said date. Under such
circumstances, unless the delay is the fault of Tenant, the Rent shall not commence until the
Premises are ready for occupancy by the Tenant, and in such event, the beginning and termination
dates of the term hereof shall be adjusted accordingly, which adjustment will be evidenced by
notice from Landlord to Tenant setting forth the adjusted beginning and termination dates. If, at
Tenant’s request the Landlord shall make the Premises available to Tenant prior to the date of
commencement of the term for the purpose of decorating, furnishing, and equipping the Premises, the
use of the Premises for such work shall not create a Landlord-Tenant relationship between the
parties, nor constitute occupancy of the Premises within the meaning of the next sentence, but the
provisions of Section 6 of this Lease shall apply. If, with the consent of Landlord, the Tenant
shall enter into occupancy of the Premises to do business therein prior to the date of commencement
of the term, all provisions of this Lease, including but not limited to the date for expiration of
the term thereof, shall apply and the rent shall accrue and be payable at the first rate specified
in Paragraph (a) of Section I from the date of occupancy.



18. NOTICES AND CONSENTS




     Any notice, demands, requests, consents or approvals from Landlord to Tenant or from Tenant to
Landlord must be served by: a) mailing by registered or certified mail, or b) by facsimile sent to
the facsimile numbers indicated below with a copy sent on the same day by ordinary mail, or c) by
reputable local courier service or overnight delivery service such as Federal Express or Airborne
addressed to Tenant as set forth herein or to Landlord at the place from time to time established
for the payment of rent, with payment of postage if sent by certified or registered mail or
ordinary mail or proper provision for payment if sent by courier or overnight service. Notice shall
be deemed made on: (a) the second day after mailing, if sent by registered or certified mail, (b)
the first day after being sent by facsimile as long as a copy is sent on the same day by mail, or
(c) the first day after delivery to the courier or overnight service. As of the Date of this Lease,
unless later changed, notice shall be sent to the Landlord at the address set forth below unless
Landlord designates another address, as it may from time to time, by notice to the Tenant.



	 	 	 
	LANDLORD

	 	TENANT
	 

	 	 
	Rubicon, L.C.

	 	Alimera Sciences, Inc.
	3060 Peachtree, N.W., Suite 210

	 	6120 Windward Parkway, Suite 290
	Atlanta, Ga. 30305

	 	Alpharetta, GA 30005
	Facsimile: 404.816.3601

	 	Facsimile:






     Once Tenant takes possession of the Premises, then notice to Tenant may be sent to the
Tenant addressed to the address of the Premises, or at such place as Tenant may from time to time
designate by notice to the Landlord.



     All consents and approvals provided for herein must be in writing to be valid. If the term
Tenant as used in this Lease refers to more than one person, any notice, consent, approval,
request, bill, demand or statement, given as aforesaid to any one of such persons shall be deemed
to have been duly given to Tenant.



19. NO ESTATE IN LAND




     This contract and Lease shall create the relationship of landlord and tenant between Landlord
and Tenant; no estate shall pass out of Landlord; and Tenant has only a usufruct which is not
subject to levy and sale.



20. INVALIDITY OF PARTICULAR PROVISIONS




     If any clause or provision of this Lease is or becomes illegal, invalid, or unenforceable
because of present or later laws or any rule, decision, or regulation of any governmental body or
entity, the intention of the parties hereto is that the remaining parts of this Lease shall not be
affected thereby.




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21. MISCELLANEOUS TAXES




     Tenant shall pay prior to delinquency all taxes assessed against or levied upon its occupancy
of the Premises, or upon the fixtures, furnishings, equipment and all other personal property of
Tenant located in the Premises, if nonpayment thereof shall give rise to a lien on the real estate,
and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal
property to be assessed and billed separately from the property of Landlord. In the event any or
all of Tenant’s fixtures, furnishings, equipment and other personal property, or upon Tenant’s
occupancy of the Premises, shall be assessed and taxed with the property of Landlord, Tenant shall
pay to Landlord its share of such taxes within ten (10) days after delivery to Tenant by Landlord
of a statement in writing setting forth the amount of such taxes applicable to Tenant’s fixtures,
furnishings, equipment or personal property.



22. SECURITY DEPOSIT




     Tenant has deposited with Landlord the sum of Three Thousand seven hundred thirty seven
dollars and fifty cents Dollars ($ 3,737.50) as security for the full and faithful
performance of every provision of this Lease to be performed by Tenant. If Tenant defaults with
respect to any provision of this Lease, including but not limited to the provisions relating to the
payment of Rent, Landlord may use, apply or retain all or any part of this security deposit for the
payment of any Rent or any other sum in default or for the payment of any other amount which
Landlord may spend or become obligated to spend by reason of Tenant’s default, or to compensate
Landlord for any other loss, cost or damage which landlord may suffer by reason of Tenant’s
default. If any portion of said deposit is so use or applied, Tenant shall, within five (5) days
after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the
security deposit to its original amount and Tenant’s failure to do so shall be a breach of this
Lease. Landlord shall not, unless otherwise required by law, be required to keep this security
deposit separate from its general funds, nor pay interest to Tenant. If Landlord is required to
maintain said deposit in an interest bearing account, Landlord will retain the maximum amount
permitted under applicable law as a bookkeeping and administrative charge. If Tenant shall fully
and faithfully perform every provision of this Lease to be performed by it, the security deposit or
any balance thereof shall be returned to Tenant (or, at Landlord’s option, to the last transferee
of Tenant’s interest hereunder) at the expiration of the Lease term and upon Tenant’s vacation of
the Premises. In the event the Building is sold, the security deposit will be transferred to the
new owner and the new owner will be solely responsible for the return of the security deposit to
the Tenant.



23. SUBSTITUTE PREMISES




     Landlord shall have the right at any time during the term hereof, upon giving Tenant not less
than sixty (60) days prior written notice, to provide and furnish Tenant with space elsewhere in
the Building of approximately the same size as the Premises and remove and place Tenant in such
space with Landlord to pay all reasonable costs and expenses incurred as a result of such removal
of Tenant. Should Tenant refuse to permit Landlord to move Tenant to such new space at the end of
said sixty (60) day period, Landlord shall have the right to cancel and terminate this Lease
effective ninety (90) days from the date of original notification by Landlord. If Landlord moves
Tenant to such new space, this Lease and each and all of its terms, covenants and conditions shall
remain in full force and effect and be deemed applicable to such new space, and such new space
shall thereafter be deemed to be the Premises as though Landlord and Tenant had entered into an
express written amendment of this Lease with respect thereto.



24. BROKERAGE




     Tenant represents and warrants that is has dealt with no broker, agent or other person in
connection with this transaction except for Lavista Associates and N/A     and that no broker,
agent or other person brought about this transaction, other than Lavista Associates and
N/A    , and Tenant agrees to indemnify and hold Landlord harmless from and against any
claims by any other broker, agent or other person claiming a commission or other form of
compensation by virtue of having dealt with Tenant with regard to this leasing transaction. The
provisions of this Section shall survive the termination of this Lease.



25. LIMITATION OF LIABILITY




     Landlord’s obligations and liability to Tenant with respect to this Lease shall be limited
solely to Landlord’s interest in the Building, and neither Landlord nor any joint venturer,
partner, officer, director or shareholder of Landlord or any of the joint venturers of Landlord
shall have any personal liability whatsoever with respect to this Lease.



26. SPECIAL STIPULATIONS




     (a) No receipt of money by the Landlord from the Tenant after the termination of this Lease or
after the service of any notice or after the commencement of any suit, or after final judgment for
possession of the Premises shall reinstate,





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continue or extend the term of this Lease or affect any such notice, demand or suit or imply
consent for any action for which Landlord’s consent is required.




     (b) No waiver of any default of the Tenant hereunder shall be implied from any omission by the
Landlord to take
any action on account of such default if such default persists or be repeated, and no express
waiver shall affect any
default other than the default specified in the express waiver and that only for the time and
to the extent therein stated.



     (c) The term “Landlord” as used in this Lease, so far as covenants or agreements on the part
of the Landlord are
concerned, shall be limited to mean and include only the owner or owners of the Landlord’s
interest in this Lease at the
time in question, and in the event of any transfer or transfers of such interest the Landlord
herein named (and in case of
any subsequent transfer, the then transferor) shall be automatically freed and relieved from
and after the date of such
transfer of all personal liability as respects the performance of any covenants or agreements
on the part of the Landlord
contained in this Lease thereafter to be performed.



     (d) It is understood that the Landlord may occupy portions of the building in the conduct of
the Landlord’s
business. In such event, all references herein to other tenants of the Building shall be
deemed to include the Landlord as
an occupant.



     (e) The term “City” as used in this Lease shall be understood to mean the City and/or County
in which the Property
is located.



     (f) All of the covenants of the Tenant hereunder shall be deemed and construed to be
“conditions” as well as
“covenants” as though the words specifically expressing or importing covenants and conditions
were used in each
separate instance.



     (g) This Lease shall not be recorded by either party without the consent of the other.



     (h) Neither party has made any representations or promises, except as contained herein, or in
some further writing signed by the party making such representation or promise.



     (i) In event of variation or discrepancy, the Landlord’s original copy of the Lease shall
control.



     (j) Each provision hereof shall extend to and shall, as the case may require, bind and inure
to the benefit of the Landlord and the Tenant and their respective heirs, legal representatives,
successors, and assigns.



     (k) If because of any act or omission of Tenant, its employees, agents, contractors, or
subcontractors, any mechanic’s lien or other lien, charge or order for the payment of money shall
be filed against Landlord, or against all or any portion of the Premises, or the Building of which
the Premises are a part, Tenant shall, as its own cost and expense, cause the same to be
discharged off record, within thirty (30) days after the filing thereof, and Tenant shall
indemnify and save harmless Landlord against and from all costs, liabilities, suits, penalties,
claims and demands, including reasonable attorney’s fees resulting therefrom.



     (l) It is understood and agreed that this Lease shall not be binding until and unless all
parties have signed it.



27. ATTORNEY’S FEES




     If any person not a party to this Lease shall institute an action against Tenant in which
Landlord shall be made a party, Tenant shall indemnify and save Landlord harmless from all
liability by reason thereof, including reasonable attorney’s fees, and all costs incurred by
Landlord in such action. If any action shall be brought by Landlord to recover any rental under
this Lease, or for or on account of any breach of or to enforce or interpret any of the terms,
covenants or conditions of this Lease, or for the recovery of possession of the premises, Landlord
shall be entitled to recover from the Tenant, as a part of Landlord’s costs, a reasonable attorney
fee, the amount of which shall be fixed by the court and shall be made a part of any judgment in
favor of the Landlord.



28. CONSTRUCTION OF LEASE




     This Lease has been fully negotiated by and between the Landlord and the Tenant. The language
in all parts of this Lease shall in all cases be construed as a whole according to its fair
meaning and not strictly for or against either Landlord or Tenant. Headings in this Lease are for
convenience only and are not to be construed as a part of this Lease or in any way defining,
limiting or amplifying the provisions hereof. Time is of the essence of this Lease and of every
term, covenant and condition hereof. The words “Landlord” and “Tenant,” as used herein, shall
include the plural as well as the singular. The neuter gender includes the masculine and feminine.
In the event there is more than one tenant, the



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obligations to be performed shall be joint and several.



29. ENTIRE AGREEMENT




     This Lease, together with any attached exhibits and any written addenda contains the entire
agreement between the parties.



30. INTERPRETATION AND ENFORCEMENT



This Lease shall be interpreted, governed and enforced in all respects under the laws of the State of
Georgia.




31. RIDER




     A rider consisting of One page, with paragraphs number 1 and 2, is attached
hereto and made a part
hereof. If any conflicts exist between any of the terms of such Rider and any of the printed
terms of this Lease Agreement, the terms of such Rider will take precedence and be controlling.



32. EXHIBITS




     Exhibits to this Lease agreement are as follows and attached hereto:


Exhibit “A” — The Premises

Exhibit “B” — Rider

Exhibit “C” — Rules and Regulations



IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of
the day and year first above written.




	 	 	 	 	 
	 	 	Landlord:
	 
	 	 	 	 
	 	 	Rubicon,L.C.,
	 	 	A Georgia Limited Liability Company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Garett A. Backman
	 
	 	 	 	 
	 

	 	 	 	Garett A. Backman
	

	 	Its:
	 	Operating Member
	 
	 	 	 	 
	 	 	Tenant:
	 
	 	 	 	 
	 	 	Alimera Sciences, Inc.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	President/CEO
	 

	 	 	 	 





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EXHIBIT “B”

RIDER



The Lease Agreement between Rubicon, L.C., a Georgia Limited Liability Company, as Landlord and
Alimera Sciences, Inc. as Tenant for the Premises containing approximately 5,038 rentable square
feet known as Suite 290 at 6120 Windward Parkway Alpharetta, Georgia 30005.



This Rider to the Lease is made and entered into contemporaneously with the Lease Agreement
described above, and is incorporated into the Lease. In the case of any conflict between the terms
and conditions of this Rider to the Lease and the terms and conditions of the Lease, the terms and
conditions of this Rider shall control. All terms used herein shall be the same as defined in the
Lease.





	 	1.	 	Rental Schedule
	 
	 	 	 	The Base Rent for the Premises shall be as follows:





	 	 	 	 	 
	Period	 	Monthly Amount	 	Annual Amount
	6/1/03-11/31/03
	 	$3,737.50	 	N/A
	12/1/03- 5/31/04
	 	$5,819.69	 	N/A
	6/1/04-5/31/05
	 	$5,993.22	 	$71,918.64
	6/1/05-5/31/06
	 	$6,171.00	 	$74,052.00







	 	2.	 	Termination Option
	 
	 	 	 	Provided that Tenant is not in material default of this Lease beyond any applicable cure
period, Tenant shall have the Option to Terminate this Lease (the “Termination Option”) on
November 30, 2003 by giving Landlord no less than two (2) months advance written notice of
Tenant’s intent to exercise its Termination Option. If Tenant gives no notice to Landlord of
its intent to exercise its Termination Option Tenant must fulfill its obligations under this
Lease throughout the term. In the event Tenant exercises its Termination Option Tenant must
pay a Termination Penalty (the “Termination Penalty”) of $10,000.00 at the time Tenant
notifies Landlord of its intent to exercise its Termination Option. If Tenant fails to pay
the Termination Penalty at the time it notifies Landlord of its intent to exercise its
Termination Option the Termination Option shall be null and void and Tenant must fulfill its
obligations under this Lease throughout the term.




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Exhibit “C”




RULES AND REGULATIONS ATTACHED TO

AND MADE PART OF THIS LEASE




     34.16.1 The sidewalks, passages, exits and entrances shall not be obstructed by Tenant or used
by Tenant for
any purpose other than for ingress to and egress from the Premises. Any balconies or patios
shall be left clear except for
patio furniture approved by Landlord, such furniture to be of first class material, design and
manufacture and of a design
that complements the aesthetic qualities of the building’s exterior. Any patio furniture
approved by Landlord shall be kept
clean and of a neat appearance.



     34.16.2 The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose other than
for which they were constructed and no foreign substance of any kind whatsoever shall be
thrown therein and to the
extent caused by Tenant or its employees or invitees, the expenses of any breakage, stoppage
or damage resulting from
the violation of this rule shall be borne by Tenant.



     34.16.3 Electronic key cards, individually identified, are provided to the Tenant at a reasonable fee per card to
permit Tenant and Tenant’s employees to gain access to the Building outside of ordinary
working hours, subject to: (i)
Tenant supplying the name of each employee being given a card; (ii) Tenant requiring that the
card earmarked for that
employee is actually given to that employee and not to another party, (iii) Tenant obtaining a
return of said card from any
current or former employee in the event that the employee leaves the company’s employ or no
longer works in the
Building; (iv) Tenant promptly notifying Landlord of any current or former employee in the
event that the employee leaves
the company’s employ or no longer works in the Building . Upon the termination of the tenancy,
Tenant shall deliver to
the Landlord all keys or electronic key cards and passes for the Premises. In the event of
loss of any keys or electronic
key cards furnished by Landlord, Tenant shall pay the Landlord therefore. Tenant shall not
make or cause to be made
any such keys or electronic key cards and shall order all such keys or electronic key cards
solely from Landlord for any
additional such keys or electronic key cards over and above the keys or electronic key cards
furnished by Landlord at
occupancy.



     34.16.4 Without the prior written consent of Landlord, no assignee, subtenant or successor in
interest of Tenant
shall use the name of the Project or any picture of the Project or Building in connection with
or in promoting or advertising
the business of Tenant except Tenant may use the address of the Building as the address of its business.



     34.16.5 Tenant shall allow no animals or pets to be brought to or remain in the Premises or any part thereof,
without the prior written consent of Landlord.



     34.16.6 Tenant agrees that it and its employees will cooperate fully with Project employees in the
implementation of any security procedures for the Project.



     34.16.7 Landlord reserves the right to exclude or expel from the Project any person who, in the judgement of
Landlord is intoxicated or under the influence of liquor or drugs or who shall in any manner
do any act in violation of any
of the rules and regulations of the Project.



     34.16.8 No vending machines of any description shall be installed, maintained or operated in a place on the
Premises visible from outside the Premises, without the written consent of Landlord.



	 	 	 
	34.16.9 Tenant shall not:

	 	34.16.9.1 place any radio or television antennae on the roof or
on any part or the outside of the Premises or elsewhere on
the Project without Landlord’s prior written consent;
	 
	 	 
	 

	 	34.16.9.2 operate or permit to operate any musical or sound
producing instrument or device inside or outside the Premises which
may be heard from outside the Premises;
	 
	 	 
	 

	 	34.16.9.3 use any illumination or power for the operation of any
equipment or device other than electricity; or
	 
	 	 
	 

	 	34.16.9.4 operate any electrical device from which may
emanate electrical waves which may interfere with or impair
radio or
television broadcasting or reception from or in the Project.






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	 	34.16.9.5 smoke cigarettes in non-designated smoking areas.
	 
	 	 
	 

	 	34.16.9.6 dispose of cigarette “butts” in non-designated
smoking areas or anywhere else on the grounds, including the
grass
and landscaping,






     34.16.10 If Tenant’s employee, agent, or invitees is found smoking or to have improperly
disposed of cigarette
waste in landscaped areas, parking areas, or anywhere else other than designated smoking
areas, there is a $10.00
cleanup charge assessed for each violation, which is deemed part of additional rent owed under this Lease.



     34.16.11 Tenant and its employees shall and shall cause its invitees and licensees to park only in areas, which
are clearly marked for parking.



     34.16.12 [INTENTIONALLY DELETED]



     34.16.13 Landlord reserves the following rights, exercisable without notice and without liability to Tenant for
damage or injury to property, person or business and without effecting an eviction,
constructive or actual or disturbance
of Tenant’s use of possession or giving rise to any claim for set-off or abatement of rent:



	 	 	 
	 

	 	34.16.13.1 To change the Project’s name or street address;
	 
	 	 
	 

	 	34.16.13.2 To install, affix and maintain any and all signs on the
exterior and
interior or the Project;
	 
	 	 
	 

	 	34.16.13.3 To retain at all times, and to use in appropriate
instances, keys to
all doors within and into the Premises. No locks or bolts shall be altered, changed
or added without the prior written consent of Landlord;
	 
	 	 
	 

	 	34.16.13.4 To decorate or to make repairs, alterations, additions or
improvements, whether structural or otherwise, in and about the
Premises, Building
and Project, or any part thereof, and for such purpose to enter upon
the Premises,
and during the continuance of said work to temporarily close doors,
entryways and
public spaces in the Project and to interrupt or temporarily suspend
Project services
and facilities;
	 
	 	 
	 

	 	34.16.13.5 To prescribe the location and style of the suite number and
identification sign or lettering of the Premises occupied by Tenant;
	 
	 	 
	 

	 	34.16.13.6 To control and prevent access to common areas and other non-general public areas;
	 
	 	 
	 

	 	34.16.13.7 From time to time to make and adopt such reasonable rules and
regulations, in addition to or other than or by way of amendment or
modification of
the rules and regulations contained herein or other sections of this
Lease, for the
protection and welfare of the Project and its tenants and occupants,
as the Landlord
may determine, and the Tenant agrees to abide by all such rules and regulations;
	 
	 	 
	 

	 	34.16.13.8 The Premises shall not be used for any retail or wholesale
business inviting the general public.







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