**Exhibit 10.25**

 

**SUBLEASEAGREEMENT**

 

**THIS SUBLEASE AGREEMENT** (the “Sublease Agreement”) is made effectiveas of December 9, 2004, by and between Datalink Corporation, a Minnesotacorporation (“Sublessor”) and Checkpoint Security, Inc., a Pennsylvaniacorporation  (“Sublessee”).

 

**WHEREAS**, Sublessor is tenant under that certainlease agreement dated April 26, 2001, (the “Prime Lease” a copy of whichis attached hereto as Exhibit A) with Park Avenue Lofts LLC, aMinnesota limited liability company (the “Landlord”) for the lease of an entirebuilding with an address of 8170 Upland Circle, Chanhassen, Minnesota 55317(the “Building”) located on real property legally described in the Prime Lease(the “Property”);

 

**WHEREAS**, Sublessee desires to sublease a portion of thepremises subject to the Prime Lease consisting of 54,732 square feet of officespace in the Building described and depicted in Exhibit B attachedhereto (the “Premises”) and Sublessor so desires to sublease the Premises;

 

**WHEREAS**, the parties desire to enter into thisSublease Agreement for the sublease of the Premises; and

 

**WHEREAS,**the Landlord hasconsented to this Sublease Agreement on the page captioned “Landlord’sConsent to Sublease Agreement” following the signature page hereof.

 

**NOW,THEREFORE**, inconsideration of the above and the covenants and mutual agreements set forthherein and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, and in reliance upon the representations andwarranties contained herein, the parties agree as follows:

 

# ***1.*****            ****BASIC TERMS.**

# * *

This Section 1contains the basic terms of this Sublease Agreement.  Other sections of this Sublease Agreementreferred to in this Section 1 explain and or defined these basic terms andare to be read in conjunction with the basic terms.

 

1.1.          Date of Sublease Agreement:    December 9,            ,2004.

 

1.2.          Sublessor:  Datalink Corporation, a Minnesotacorporation.

 

1.3.          Sublessee:  Checkpoint Security, Inc., aPennsylvania corporation.

 

1.4.          Premises: approximately 54,732 squarefeet in the Building as described on Exhibit B attached hereto tobe subleased by Sublessee hereunder (See section 2).

 

1.5.          Rent: as defined and as set forth in Section 4.

 

1.6.          Term: Eighty-five (85) months commencing onApril 1, 2005 and ending on April 27, 2012 unless sooner terminatedor renewed as provided herein (See Section 3).

 

1.7.          Renewal Option:  One five (5) year renewal option (see Section 3).

 

1.8.          Permitted Uses: Operation by Sublessee’swholly-owned subsidiary Checkpoint Security Systems Group whose businessincludes a 24x7 security monitoring business (see Section 5).

 

1.9.          Sublessee’s Guarantor:  None.

 

1.10.        Security Deposit:  None.

 

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| 1.11.  | Brokers: | Sublessor’s Broker:  Welsh Companies,                             |
|--------|----------|------------------------------------------------------------------------|
|   |     | Sublesee’s Broker:  Watermark REV LCC (See Section 13). |

 

1.12.        Exhibits A, B, C, D and E attached to this Sublease Agreementare incorporated herein by reference and made a part of this SubleaseAgreement.

 

# ***2.*****            ****SUBLEASE OFPREMISES**

# * *

## 2.1           Sublease Agreement**. **Sublessor, in consideration of the Rent to be paid and covenants to beperformed by Sublessee as set forth in this Sublease Agreement, herebysubleases and demises to Sublessee, and Sublessee hereby subleases fromSublessor, the exclusive right to use the Premises on the terms and conditionscontained in this Sublease Agreement.

##  

## 2.2           Rights and Obligations. Except as otherwise specifically provided in this Sublease Agreement, (a) thisSublease Agreement is subject at all times to the terms and conditions setforth in the Prime Lease, (b) Sublessor has all rights and privileges as “landlord”under the Prime Lease with respect to the Premises and may enforce the sameagainst Sublessee, (c) Sublessee has all rights and privileges as “tenant”under the Prime Lease with respect to the Premises and may enforce the sameagainst Sublessor, (d) Sublessee hereby expressly assumes and agrees toperform all obligations, conditions, and covenants and abide by all terms thatSublessor is bound by as “tenant” under the Prime Lease with respect to thePremises, (e) Sublessee obtains and is granted no more rights andprivileges hereunder than Sublessor has as “tenant” under the Prime Lease withrespect to the Premises, and (f) Sublessor hereby assumes and agrees toperform all obligations, conditions, and covenants and abide by all terms as “landlord”under the Prime Lease with respect to the Premises.

##  

**3.****            ****TERM**

 

3.1**          **Initial Term.  Theterm of this Sublease Agreement shall be for eighty-five (85) months commencingon April 1, 2005 and terminating on April 27, 2012, unless soonerterminated as provided in this Sublease Agreement (the “Initial Term”).  However, Sublessee shall be allowed fullaccess to the Premises after full execution of this Sublease Agreement(including execution by Landlord of Landord’s Consent to Sublease Agreementannexed hereto) for purposes of construction, set-up, and testing.  Early occupation or moving-in shall occurduring the month of March.  Sublesseeshall make every effort to not disrupt Sublessor’s operation during thispreparation and moving-in phase. Sublessee agrees to have in place prior to any access to the Premises,the insurance requirements set forth in Section 9.  Sections 8 and 10 of this Sublease Agreementshall apply to all activities of Sublessee during this preparation and move-inphase.

 

3.2**          **Renewal Term.  Provided that this SubleaseAgreement is in full force and effect and Sublessee is not in default under theterms of this Sublease Agreement, and the Premises are occupied by Sublessee’ssubsidiary named herein, Sublessor hereby grants to Sublessee the option toextend the Initial Term (the “Renewal Option”) for one period of five (5) years(the “Renewal Term”), on the same terms and conditions contained in thisSublease Agreement except as follows:

 

(a)           Sublesee’s obligation to pay rent, taxes,utilities and any other expense as a result of occupying and using the Premisesshall be on the same terms conditions as Sublessor’s obligations to pay suchamounts to the Landlord as set forth in the Prime Lease (on a pro rata basisbased on square feet and usage).

 

The Initial Term, asextended by the Renewal Term (if applicable), shall be referred to as the “Term”.

 

3.3           Exercise of Renewal Option. Sublessor is required to provide Landlord with written notice of itsintent to exercise its option to renew the Prime Lease for an additional five (5) yearscommencing the day after April 27, 2012 (the “Prime Lease Expiration Date”),not less than two hundred seventy (270) days prior to the Prime Lease ExpirationDate or by July 31, 2011. To exercise Sublesee’s Renewal Option, Sublesseemust give Sublessor written notice of its intent to renew this SubleaseAgreement for the entire Renewal Term by June 30, 2011.  Upon timely receipt of such notice, Sublessorshall provide written notice to Sublessee by July 15, 2011, of its intentto renew or not renew the Prime Lease with Landlord. In the event Sublessordetermines not to renew its Prime Lease with the

 

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Landlord, Sublessee’s right to renew its possession ofthe Premises for an additional period of five (5) years shall extend tothe entire Building, not just the Premises, on the same terms and conditionscontained in the Prime Lease, or such other terms as the Sublessee and Landlordshall mutually agree.   In the event thatSublessor chooses to not renew the Prime Lease and advises Sublessee to thiseffect by July 15, 2011, Sublessee shall give written notice to Landlordby July 31, 2011 advising whether it will be renewing its possession ofthe Premises and the rest of the Building.

 

**4.****            ****RENT; RENT PAYMENTS.**

 

4.1           Rent.  The annualrent for the Premises during the Initial Term shall be as set forth on Exhibit C.   The Rent includes the costs of common areamanagement (such as snow removal, lawn care, garbage removal, janitorialservices, pest control services), common systems repairs such as HVAC,electrical and plumbing, real estate taxes, and the following utilities:  gas, fuel, heat, water, sewer, electricity.  Sublessor agrees that its janitorial serviceshall not have access to Sublessee’s Monitoring Center.  In turn, Sublessor shall pay the costs ofcommon area management and common systems repairs discussed in the previoussentence to the appropriate third parties.  Notwithstanding Section 4.1, it is expressly agreed between theparties that Rent does not include the following items which shall be paid forby Sublessee:

 

(a)           Telephone costs including separate lines,local, long distance and toll free services;

 

(b)           Electricity in excess of Sublessor’snormal office usage (such as would be the case with Sublesee’s 24x7 monitoringcall center) as determined by Sublessor’s electricity bills for the month ormonths in question.  If there is anexcess exceeding 140% for a month or series of months taking into considerationseasonal changes in Minnesota, Sublessor reserves the right to include andSublessee shall pay upon receipt of an invoice, a charge based on such excessas determined by Sublessor in its good faith estimation based upon Sublessor’selectricity bills.  At Sublessee’srequest, Sublessor shall share with Sublessee copies of past and currentelectricity bills used in determining any excess electricity usage.

 

(c)           Care of the Premises pursuant to Section 8;

 

(d)           Additional security beyond that currentlyprovided by Sublessor including security guards, cameras in the parking lot,key pads;

 

(e)           any other cost or expense expresslystated herein.

 

4.2           Rent Payments. Commencing on April 1, 2005, Sublessee shall pay (a) Rent toSublessor in monthly installments in advance, on the fifth day of each andevery calendar month during the Term of this Sublease Agreement; and (b) inthe event any monthly installment of Rent is not paid within ten (10) daysof the date when due, a late charge in an amount equal to the late chargeassessed against Sublessor for the Premises (such late charge also referred toas “Rent” hereunder).   Rent shall bepaid to Sublessor by bank check to the following address:

 

Datalink Corporation

8170 Upland Circle

Chanhassen, MN 55317-8589

Attention:Facilities Department

 

4.3           Security Deposit. Sublessee shall not be required to submit a security deposit.

 

**5.****            ****USE OF PREMISES.**

 

ThePremises shall be used by Sublessee’s wholly-owned subsidiary CheckpointSecurity Systems Group, whose business includes the operation of a 24x7security monitoring business. The Premises shall be used by no other party andfor no other purpose whatsoever without the prior written consent of Sublessor.

 

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**6.****            ****OTHER AGREEMENTS REGARDINGTHE PREMISES.**

 

6.1           Parking.  Sublessor shall make availablefor use by Sublessee at no additional cost to Sublessee, 220 parking stalls,including certain reserved parking stalls (with signage provided by Sublessor)in the parking lot located on the Property adjacent to the Building asdesignated on Exhibit D  annexed hereto.

 

6.2           Shared Access. Sublessor shall make available for use by Sublessee at no additionalcost Sublessor’s back-up generator. Sublessor shall maintain the back-upgenerator in accordance with standard UL testing applicable to the back-upgenerator. Sublessor shall not be liable or responsible to Sublessee for anydamages whatsoever in the event the back-up generator fails. Sublessor andSublessee agree to not exceed in the aggregate 35% of the capacity of thegenerator.

 

6.3           Lease of Furniture.  Sublessor shall lease to Sublessee at no additional cost to Sublesseefurniture from Sublessor’s existing inventory to accommodate the offices, cubesand various conference rooms in the Premises which furniture is identified onthe Exhibit D annexed hereto (the “Leased Property”).  Sublessee shall maintain and preserve theLeased Property in accordance with Section 8.

 

6.4           Shared Reception Area.  Theparties agree that they shall share the current reception area.  Each party shall have a separate space withinthe current reception area to place a receptionist, desk and work space.  Guests shall wait in the lobby area of the currentreception area which shall not be segregated. The parties shall use their bestefforts to cooperate with each other to maintain a mutually acceptable sharedreception area.

 

6.5           Controlled Access. Sublessor will install and pay for the cost of a controlled accessenvironment from the current reception area to the Premises.

 

6.6           Building Signage. Sublessor and Sublessee agree to share the monument sign in front of theBuilding with each party displaying a sign thereon and agree to share theapplicable costs and expenses to make such change.  Sublessee shall also place a sign on thefascia on the right-hand side of the lobby at its sole cost and expense.  At its sole cost and expense, Sublessor shallremove its sign from the brick wall and shall place its sign on the fascia onthe left-hand side of the lobby.  Both ofSublessee’s signs are subject to the prior approval of Sublessor which will notbe unreasonably withheld.

 

6.7           Building Security. Sublessee shall at its cost and expense install security cameras aroundthe perimeter of the Building.

 

6.8.          Eastern Entrance. The eastern entrance of the Building shallbe exclusively used by Sublessee.

 

**7.****            ****ALTERATIONS ANDIMPROVEMENTS.**

 

7.1           General.   Sublessee has the right tomake alterations and improvements to the Premises in accordance with Section 11of the Prime Lease. The cost and expense of all alterations and improvements bySublessee shall be borne by Sublessee except as specifically set forth in Section 7.3below.

 

7.2           Monitoring Center Improvements.  Itis contemplated that Sublessee will convert approximately 7944 square feet ofthe Premises on the first floor into a security monitoring center which willrequire substantial construction (the “Improvements”).  Sublessee acknowledges and agrees that theImprovements shall be made in strict compliance with Section 11 of thePrime Lease and in accordance with the same construction terms which wereapplicable to Sublessor in connection with its improvement to the Buildingwhich are set forth in Schedule B (clauses 3(c)-(d)) to the PrimeLease.   Before making the Improvements,Sublessee shall provide Sublessor and Landlord with reasonably detailed plansfor the Improvements and shall obtain prior written consent from Sublessor andLandlord prior to undertaking the approved Improvements.  Annexed hereto as Exhibit E areSublessee’s proposed plans for the Improvements to the Premises.  Sublessor’s signature to this Subleaseconstitutes its consent to Sublessee’s plans for Improvements described in Exhibit Eand Landlord’s signature to the attached “Landlord’s Consent to SubleaseAgreement” constitutes Landlord’s consent to Sublessee’s plans for Improvementsdescribed in Exhibit E.

 

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7.3           Sublessor’s Contribution to Improvements.  Uponcompletion of the Improvements, and provided Sublessee has submitted toSublessor an itemized list of the cost of the Improvements for actual workperformed certified by the CFO of Sublessee, Sublessor shall contribute up to$150,000 to the cost of constructing such improvements.  If the cost of the improvements exceedSublessor’s contribution, Sublessee shall have the sole responsibility for thepayment of the excess cost.  Sublesseemay request at anytime that portions of the Sublessor’s contribution be paidout prior to the completion of the Improvements for direct payment to anycontractor or vendor upon the submission to Sublessor of invoices for workperformed or to be performed setting forth the name and address of the payee,the work performed or to be performed, the amount of payment, and otherrelevant information as may be reasonably requested by Sublessor. If, aftercompleting its Improvements, there remains a surplus from the $150,000,Sublessee and Sublessor agree that Sublessee may apply such surplus to thepurchase of additional modular furniture.

 

7.4           Lien Prohibition. Sublessee expressly acknowledges and agrees to perform the obligationsunder Section 11.3 of the Prime Lease as such relates to the Improvements;namely the due payment of claims for labor and work in connection with theImprovements and the prohibition of mechanic liens and the like attaching tothe Premises, Building or Property.

 

**8.****            ****CARE OF PREMISES.**

 

8.1           No Damage or Alterations. Sublessee agrees that it will take reasonable care of the Premises, theBuilding, and the Property and the fixtures and the appurtenances thereto.  Sublessee will permit no waste, and will notdo, suffer or permit to be done any injury to the Premises, the Building, andthe Property, and the fixtures and the appurtenances thereto. With theexception of normal and customary wear and tear, Sublessee shall immediatelyrepair at its cost and expense any damage to the Premises, the Building, andthe Property, and the fixtures and the appurtenances thereto, if caused bySublesee’s employees, agents, independent contractors, visitors, guest orcustomers or other person on site for Sublessee purposes howsoever caused by(unless conclusively caused by Sublessor, its employees, agents, independent contractors, visitors, guest or customersor other person on site for Sublessor purposes howsoever caused by) and restorethe damaged portion to the same condition prior to such damage. Sublesseeagrees that it will not do, suffer or permit to be done any act or thingcontrary to the covenants and agreements made by Sublessor in the Prime Leasewith respect to the Premises, the Building, or the Property.  Sublessee agrees that it will not suffer orpermit any additions to or alterations of the Premises except in accordancewith Section 7 of this Sublease Agreement

 

8.2           Upkeep of Interiors.  Withthe exception of normal wear and tear, Sublessee shall at its expense maintainand preserve the interiors of the Premises in the order, condition and state ofrepair as delivered to Sublessee. Sublessor is responsible for all other repairs and maintenance,including structural and non-structural repairs and replacements, andpreventive maintenance, to the Premises required of “tenant” in clauses 13 and 14of the Prime Lease.  When Sulblesseedetermines that repairs for which Sublessor is responsible are required,Sublessee shall provide written notice to Sublessor of the specific repairs ormaintenance that is required and Sublessor shall have five days followingreceipt of such notice to complete such repairs or maintenance.  In an emergency situation, Sublessee shallnotify Sublessor of the situation requiring immediate attention.  Upon receipt of such notification, Sublessorshall ensure that an appropriately licensed contractor response and repairs theequipment giving rise to the emergency situation on the same day that theemergency occurred.  If Sublessor failsto make any such repairs or maintain the Premises as required of “tenant”pursuant to clauses 13 and 14 of the Prime Lease during the time framesprovided in this clause, Sublessee may secure such repairs or maintenance anddeduct the cost of such repairs or maintenance from future rent payments.

 

**INDEMNIFICATION**.

 

9.1           Sublessee’s Indemnification Obligation. Except to the extent of damage resultingfrom the negligence, gross negligence or willful misconduct of Sublessor or itsauthorized representatives, Sublessee agrees to protect, defend (with counselreasonably acceptable to Sublessor) and hold Sublessor and Sublessor’s lenders,partners, members, property management company (if other than Sublessor),agents, directors, officers, employees, representatives, successors, andassigns (collectively, the “Sublessor’s Indemnitees”) harmless and indemnify  Sublessor and Sublesssor’s Indemnitees fromand against all liabilities, damages, claims, losses, judgments, charges andexpenses (including reasonable attorneys’ fees, costs of court and expensesnecessary in the prosecution or

 

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defense of any litigation including theenforcement of this provision) arising from or in any way related to, directlyor indirectly, (i) Sublessee’s or Sublessee’s representatives’ use of thePremises, (ii) the conduct of Sublessee’s business, (iii) from anyactivity, work or thing done, permitted or suffered by Sublessee in or aboutthe Premises, (iv) any liability for injury to any person or injury ordamage to the property of any party resulting from the acts of Sublessee orSublessee’s representatives, (v) Sublessee’s negligence, gross negligenceor willful misconduct, and/or (vi) Sublessee’s failure to perform anycovenant or obligation of Sublessee under this Sublease.  Sublessee agrees that the obligations ofSublessee herein shall survive the expiration or earlier termination of thisSublease.

 

9.2           Sublessor’s Indemnification Obligation. Except to the extent of damage resulting from the negligence, grossnegligence or willful misconduct of Sublessee or its authorized representative,Sublessor agrees to protect, defend (with counsel reasonably acceptable toSublessee) and hold Sublessee and Sublessee’s lenders, partners, members,agents, directors, officers, employees, representatives, shareholders,successors and assigns and each of their respective lenders, partners, members,agents, directors, officers, employees, representatives, shareholders,successors and assigns, (collectively, the “Sublessee’s Indemnitees”) harmlessand indemnify the Sublessee’s Indemnitees from and against all liabilities,damages, claims, losses, judgments, charges and expenses (including reasonableattorneys’ fees, costs of court and expenses necessary in the prosecution ordefense of any litigation including the enforcement of this provision) arisingfrom (i) Sublessor’s negligence, gross negligence or willful misconduct or(ii) Sublessor’s breach of its obligations pursuant to clause 8 of thisSublease.  Sublessor agrees that theobligations of Sublessor herein shall survive the expiration or earliertermination of this Sublease.

 

**10.****         ****INSURANCE.**

 

10.1         Sublessor’s Insurance. Sublessor shall maintain insurance in accordance with its obligationsunder the Prime Lease.

 

10.2         Sublessee Insurance. Sublessee shall purchase at its own expense and keep in force during theTerm a policy or policies of (i) “All-risk” property insurance coveringits contents on or about the Premises, the Improvements and the Leased Property(and otherwise resulting from any acts or operations of Sublessee); (ii) commercialgeneral liability insurance, including personal injury and property damage, inthe amount of not less than One Million Dollars ($1,000,000.00) per occurrenceand Two Million Dollars ($2,000,000.00) annual general aggregate per location,and comprehensive automobile liability insurance in the amount of One MillionDollars ($1,000,000.00) covering Sublessee against any losses arising out ofliability for personal injuries or deaths of persons and property damageoccurring in or about the Premises, the Property, in the Building or elsewhere;and (iii) Worker’s Compensation insurance in amounts required byapplicable law.  Said policies shall (a) (exceptWorkers’ Compensation) name Sublessor, Landlord, and any party holding aninterest to which this Sublease Agreement maybe subordinated as additionalinsureds, (b) be issued by an insurance company with a Best rating of A-Xor better and otherwise reasonably acceptable to Sublessor and licensed to dobusiness in the state in which the Premises are located, (c) provide thatsaid insurance shall not be canceled or materially modified unless thirty (30)days’ prior written notice shall have been given to Sublessor, (d) providecoverage on an occurrence basis; (e) contain a severability of insuredparties provision and a cross liability endorsement; (g) be primary, notcontributing with, and not in excess of coverage which Sublessor or Landlordmay carry; (h) include a fire endorsement; and (i) otherwise be insuch form and include such coverages as Sublessor may reasonably require.  Said policy or policies or, at Sublessor’soption, a certificate of insurance on the so-called “ACORD” form 27 evidencingsaid policies, shall be delivered to Sublessor and Landlord by Sublessee uponcommencement of the Sublease Agreement and renewals thereof shall be deliveredat least thirty (30) days prior to the expiration of said insurance.  Sublessor and Sublessee agree that Sublesseeshall insure the furniture of Sublessor that Sublessee is using which has anapproximate replacement value of $435,500.00.

 

10.3         Waiver of Subrogation.  Tothe extent permitted by law, and without affecting the coverage provided byinsurance required to be maintained hereunder Sublessor and Sublessee eachwaive any right to recover against the other (a) damages for injury to ordeath of persons, (b) damages to property, (c) damages to thePremises or any part thereof or (d) claims arising by reason of theforegoing, to the extent such damages and claims are insured against orrequired to be insured against by Sublessor or Sublessee under this SubleaseAgreement and to the extent that insurance proceeds are received.  This provision is intended to waive, fullyand for the benefit of each party, any rights and/or claims which might giverise to a right of subrogation by any insurance carrier.  The

 

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coverage obtained bySublessee pursuant to this Sublease Agreement shall include, if obtainable, awaiver of subrogation by the carrier which conforms to the provisions of thissection.

 

**11.****         ****EVENT OF DEFAULT**.

 

11.1         Event ofDefault. Without limiting the other terms and provisions ofthis Sublease Agreement, each of the following shall constitute an event ofdefault by Sublessee under this Sublease Agreement (each a “Default”):

 

(a) if Sublessee fails to pay Rent or any otherpayment when due hereunder; or

 

(b) if Sublessee fails, whether by action orinaction, to timely comply with, or satisfy, any or all of the obligationsimposed on Sublessee under this Sublease Agreement (other than the obligationto pay Rent) for a period of thirty (30) days after Sublessor’s delivery toSublessee of written notice of such default; provided however, that if thedefault cannot, by its nature, be cured within such thirty (30) day cureperiod, then Sublessor shall not exercise its remedies under Section 12unless such default remains uncured for more than sixty (60) days afterSublessor’s notice, or

 

(c)  If Sublessee makes an assignment for thebenefit of creditors, or files a voluntary petition under any state or federalbankruptcy or insolvency law, or an involuntary petition alleging an act ofbankruptcy or insolvency is filed against Sublessee under any state or federalbankruptcy or insolvency law that is not dismissed within ninety (90) days, orwhenever a petition is filed by or against (to the extent not dismissed withinninety (90) days) Sublessee under the reorganization provisions of the UnitedStates Bankruptcy Code or under the provisions of any law or like import, or whenevera petition shall be filed by Sublessee under the arrangement provisions of theUnited States Bankruptcy Code or similar law, or whenever a receiver ofSublessee, or of, or for, the property of Sublessee shall be appointed, orSublessee admits it is insolvent or is not able to pay its debts as theymature.

 

**12.****         ****RIGHTS AND REMEDIES.**

 

12.1         Sublessor’s Right to Cure Upon Default ofSublessee.  In the event of any Default by Sublessee,Sublessor, without thereby waiving such default, may (but shall not be obligatedto) perform the same for the account, and at the expense of, Sublessee.

 

12.2         Sublessor’s Remedies.  Inthe event of any Default by Sublessee, Sublessor, at its option, and after theproper notice and cure period, as provided in Section 11 (if applicable)has expired, may, in addition to all other rights and remedies provided in thisSublease Agreement, or otherwise at law or in equity, terminate this Agreementand Sublessee’s right of possession of the Premise, and recover all damages towhich Sublessor is entitled under Minnesota law.

 

12.3         Other Provisions. Sections 22.3 and 22.4 of the Prime Lease shall apply as if Sublessor is“landlord” and Sublessee is “tenant”.

 

**13.****         ****BROKER**

 

Sublessorshall pay the broker’s fees for each of Sublessor’s and Sublessee’s brokersnamed in Section 1.11 of this Sublease Agreement.  Each party agrees to and hereby does defend,indemnify and hold the other party harmless against and from any brokeragecommissions or finder’s fees or claims therefor by a broker (other than thebrokers named in Section 1.11) or other party claiming to have dealt withthe indemnifying party and all costs, expenses and liabilities in connectiontherewith, including, without limitation, reasonable attorneys’ fees andexpenses, for any breach of the foregoing. The foregoing indemnification shall survive the termination of thisSublease Agreement for any reason.

 

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**14.****         ****NOTICES**.

 

Allnotices and communications from any party to the other shall be in writing andshall be deemed to have been duly given or served if sent by (a) firstclass certified or registered mail, return receipt requested, postage prepaid,or by (b) personal delivery, to the party or parties at the addresses setforth below:

 

Ifto Sublessor:

DatalinkCorporation

8170Upland Circle

Chanhassen,MN 55317-8589

Attention:Facilities Department

 

If to Sublessee:

 

Checkpoint Security, Inc.

c/o Checkpoint Security Systems Group

8170Upland Circle

Chanhassen,MN 55317-8589

Attention:  NicholasKhalil

 

andshall be deemed effective three (3) days after deposit in the mail, ifsent by certified or registered mail, or upon receipt of personal delivery ifpersonally delivered.  Unless otherwisestated herein, all notices required of Sublessee under this Sublease, or as “tenant”under the Prime Lease, will be submitted to Sublessor, who, in turn, willforward such notices to Landlord.

 

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**15.****         ****MISCELLANEOUS.**

 

Thefollowing sections of Section 24 of the Prime Lease shall apply as ifSublessor is “Landlord” and Sublessee is “Tenant”:  24.1, 24.3, 24.5, 24.6, 24.7, 24.8, 24.9, 24.12.  All other sections of Section 24 notlisted herein shall not apply.

 

**IN WITNESS WHEREOF**, the parties have executed this SubleaseAgreement by their duly authorized representatives, effective as of the day andyear first above written.

 
| **SUBLESSOR:**           | **SUBLESSEE:**                 |            |
|--------------------------|--------------------------------|-----------------|
|                     |                           |            |   |   |   |
|                     |                           |            |   |   |   |
| **DATALINK CORPORATION** | **CHECKPOINT  SECURITY, INC.** |
|                     |                           |            |   |   |   |
| By:                      |                           | /s/ Greg Meland |   | By: |   | /s/ Steven J. Champeau |
|                     |                           |            |   |   |   |
| Its:                     |                           | CEO             |   | Its: |   |  V.P./General  Manager |
|                     |                           |            |   |   |   |
|                          |                                |                 |  |  |  |  |  |  |

 

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**LANDLORD’S CONSENT TO SUBLEASE AGREEMENT**

 

Theundersigned landlord (“Landlord”) enters into this Consent to SubleaseAgreement this 13th of December, 2004, in connection with and a condition tothe Sublease Agreement (the “Sublease Agreement”) dated December 9, 2004, byand between Datalink Corporation, a Minnesota corporation (“Sublessor”) andCheckpoint Security, Inc., a Pennsylvania corporation (“Sublessee”).Capitalized terms used herein shall have the same meaning as set forth in theSublease Agreement.

 

Landlordhereby agrees as follows:

 

1.             This Consent to Sublease Agreement isdelivered for the benefit of each of Sublessor and Sublessee and each may relyon this.

 

2.             Landlord hereby consents to the sublease ofthe Premises by Sublessor to Sublessee on the terms and conditions contained inthe Sublease Agreement.

 

3.             So long as Sublessee is not in Default underthe Sublease Agreement in a payment or performance obligation, all as providedin the Sublease Agreement, the amount of Sublessee’s Rent as defined in Section 4and Exhibit C of this Sublease shall remain unchanged, and Sublessee’spossession and occupancy of the Premises during the Term shall not bediminished or interfered with by the undersigned Landlord, for any reasonwhatsoever including but not limited to default of the Prime Lease for anyreason by Sublessor during the Term of the Sublease Agreement.

 

4.             In the event that Sublessor is in Default ofthe Prime Lease, Landlord shall provide Sublessee with a copy of the notice ofdefault sent to Sublessor.

 

5.             Landlord hereby expressly agrees to Sublessee’sright to renew its possession of the Premises to the entire Building should Sublessornot exercise its renewal option, all as set forth in Sections 3.2 and 3.3 ofthe Sublease Agreement provided Sublessee has notified Landlord by June 30,2011 of its intent to renew possession of the Premises and the entire Building.

 

6.             Landlord hereby approves Sublessee’s proposedImprovements to the Premises as contained in Exhibit E annexedhereto.

 
| LANDLORD: |
|-----------|
|      |
| By:       |   |   |
|      |
| Its:      |   |   |

 

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**EXHIBITA**

 

**PRIMELEASE**

 

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** **

**EXHIBIT B**

 

**PREMISES**

 

See the attached outlineof the Premises consisting of the following areas:

 
| Entire 2nd  floor of Building [except for computer room]. | ** ** | 45,978 square  feet |
|-----------------------------------------------------------|------------|---------------------|
|                                                      | ** ** | ** **          |
| 1st floor  Customer Center                                | ** ** | 7,944 square  feet  |
|                                                      | ** ** | ** **          |
| 1⁄2 of shared reception  area and elevator             | ** ** | 810 square feet     |
|                                                      | ** ** | ** **          |
| Approximate area  subleased by Sublessee                  | ** ** | 54,732 square  feet |

 

The eastern entrance ofthe Building shall be exclusively used by Sublessee.

 

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**EXHIBITC**

 

**RENT**

 

**Initial Term.**RENT during the Initial Term shall be as follows:

 

| **Months** | ** ** | **Gross Rent PSF** | ** ** | **Rent/Month** | ** ** |
|------------|------------|--------------------|------------|----------------|------------|
|       |       |               |       |           |       |
| 1-9        |       | $                  | 0.00       |           | $          | 0.00 |   |
|       |       |               |       |           |       |   |   |
| 10-24      |       | $                  | 12.00      |           | $          | 54,732 |   |
|       |       |               |       |           |       |   |   |
| 25-36      |       | $                  | 12.25      |           | $          | 55,872 |   |
|       |       |               |       |           |       |   |   |
| 37-48      |       | $                  | 12.50      |           | $          | 57,012 |   |
|       |       |               |       |           |       |   |   |
| 49-60      |       | $                  | 12.75      |           | $          | 58,152 |   |
|       |       |               |       |           |       |   |   |
| 61-72      |       | $                  | 13.00      |           | $          | 59,293 |   |
|       |       |               |       |           |       |   |   |
| 73-85      |       | $                  | 13.25      |           | $          | 60,433 |   |

 

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**EXHIBITD**

 

**LISTSOF PARKING SPACES AND LEASED (PERSONAL) PROPERTY**

 

**LeasedProperty**

 
| **Qty** | **70** | **Teknion  Modular Standard Configuration Work Stations** |
|---------|--------|-----------------------------------------------------------|

 

**DatalinkCorporation Asset Control # Sequence**

 
| ** ** | ** ** | **006130  – 006200** |
|------------|------------|---------------------------|

 
| **Qty** | **15** | **Teknion  Standard Office Sets** |
|---------|--------|-----------------------------------|

 

**DatalinkCorporation Asset Control # Sequence**

 
| ** ** | ** ** | **006201  – 006221** |
|------------|------------|---------------------------|

 
| **Qty** | **6** | **Teknion  Standard Conference Room Table & Chair Sets** |
|---------|-------|------------------------------------------------------------------------|

 

**DatalinkCorporation Asset Control # Sequence**

 
| ** ** | ** ** | **006222  – 006228** |
|------------|------------|---------------------------|

 

**DedicatedParking Spaces:**

 
| **Qty**    | **11**     | **Standard  Parking Spaces – Located Directly At The**                                 |
|------------|------------|---------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                  |
| ** ** | ** ** | **E/SE  End Of The Building – A Portion Of The 220**                                   |
| ** ** | ** ** | ** **                                                                                  |
| ** ** | ** ** | **Total  Stalls available for use by Sublessee- Applicable Signage Provided by  Sublessor** |

 

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**EXHIBITE**

 

**SUBLESSEE’SIMPROVEMENTS**

 

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