Unassociated Document


    


    Fourth Amendment to
Lease


    


    This Fourth Amendment to Lease (the
“Fourth Amendment”) is made and entered into this 31st day of March, 2010, by
and between Mick Vorbeck
(referred to herein as the “Landlord”), and Vertro, Inc., a Delaware
corporation, as successor to Miva, Inc., a Delaware corporation and FindWhat.com
Corporation, a Nevada corporation (referred to herein as the
“Tenant”).


     

    Preliminary
Statement

    


    On January 31, 2002, Landlord
predecessor’s in title, Alanda, Ltd. (referred to herein as “Alanda”), as
Landlord, and Tenant entered into a Lease (the “Lease”) for 32,820 rentable sq.
ft. of space located on the 3rd, 4th and
5th
floors of the Office Building known as Colonial Bank Plaza at Summerlin Center
Professional Park, in Ft. Myers, Florida, located on real property legally
described as Lots 3 and 4 of Summerlin Commons, according to the Plat thereof,
as recorded in Plat Book 70, Page 81, of the Public Records of Lee County,
Florida (the “Property”).  Also on January 31, 2002, Alanda and
Tenant, amended the Lease by Addendum to Lease (the “First
Addendum”).

    


    On December 3, 2002, Alanda and Tenant,
amended the Lease by a Second Addendum to Lease (the “Second
Addendum”).

    


    Alanda conveyed the Property to
Landlord by that certain Deed recorded July 30, 2003 in O.R. Book 4009, Page
1023, of the Public Records of Lee County, Florida.

    


    On February 4, 2005, Landlord and
Tenant amended the Lease by an Amendment of Lease (the “First Amendment”). The
First Amendment expanded the Premises to include an additional 3,576 rentable
square feet on the 1st floor
of the Office Building and an additional 5,655 rentable square feet on the
2nd
floor of the Office Building for a total of 9,251 additional rentable square
feet.

    


    On or about June 21, 2007, Landlord and
Tenant further amended the Lease by a Second Amendment to Lease (the “Second
Amendment”).  The Second Amendment provides for Landlord’s consent to
the sublease of a portion of the Premises to Accudata  Holdings, Inc.,
a Delaware corporation (“Accudata”), consisting of 3,576 rentable square feet on
the 1st floor
of the Office Building, 5,655 rentable square feet on the 2nd floor
of the Office Building and 10,940 rentable square feet on the 3rd floor
of the Office Building for a total of 20,171 rentable square feet (the
“Subleased Premises”).

    


    On or about December 15, 2009, Landlord
and Tenant further amended the Lease by a Third Amendment to Lease (the “Third
Amendment”).  The Third Amendment released Tenant from its obligations
relating to the Subleased Premises.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Tenant has requested that Tenant be
allowed to vacate the 4th Floor
premises and that Landlord enter into a direct lease with Southwest Florida
Health Systems, Inc., d/b/a Consult-a-Nurse.

    


    Contemporaneously herewith, Landlord
and Southwest Florida Health Systems, Inc. are entering into a separate lease
for the 4th Floor
of the Office Building (the “Consult-A-Nurse Lease”).

    


    Landlord
and Tenant have agreed to make certain further modifications to the Lease,
effective as of April 12, 2010, as follows:

    


    
      	
               
      

            	
              1.

            	
              Preliminary
      Statement. The Preliminary Statement is true and correct and, by
      this reference, is incorporated into and made a part of this Third
      Amendment.

            


    

    


    
      	
               
      

            	
              2.

            	
              Definitions.
      All terms shall have the meanings given to them in the Lease, unless
      otherwise defined herein. All references to the Lease shall mean the Lease
      as previously amended.

            


    

    


    
      	
               
      

            	
              3.

            	
              Premises. The
      parties agree that the Premises shall mean 5th
      floor of the Office Building.

            


    

    


    
      	
               
      

            	
              4.

            	
              Size of
      Premises.  The parties agree that the Premises, as
      constructed, shall consist of 10,940 rentable square
  feet.

            


    

    


    
      	
               
      

            	
              5.

            	
              Rent.  Effective
      April 12, 2010, Tenant shall be obligated to pay Annual Base Rent in the
      amount of $188,386.80, at a rate of $17.22 per square foot, payable in
      equal monthly installments of $15,698.90, together with sales tax thereon,
      in accordance with the provisions set forth in Section 4.1 of the Lease,
      plus Additional Rent as set forth in the Lease and which shall also be
      subject to Annual Rent Increases, as set forth in Section 4.2 of the
      Lease.  The Annual Base Rent for April 2010 shall be prorated on
      a per diem basis.

            


    

    


    
      	
               
      

            	
              6.

            	
              Consult-A-Nurse
      Rent.  The parties acknowledge that: (i) the
      Consult-A-Nurse’s Annual Base Rent for the 4th
      floor of the Office Building is based upon a rate of $12.00 per rentable
      square foot;  (ii) the Annual Base Rent for the 4th
      floor under the terms of this Lease is based upon a rate of $16.60 per
      rentable square foot; (iii) the differential between the rental rate under
      the Consult-A-Nurse Lease and this Lease is $4.60 per rentable square foot
      (“Rent Differential”) and (iv) commencing April 6, 2010, and on the first
      day of each month thereafter for three (3) months, Tenant shall pay
      directly to Landlord three (3) monthly installments of $10,940.00, plus
      sales, use and other taxes, representing the first three (3) months of the
      Base Rent under the Consult-a-Nurse Lease.  Accordingly,
      effective April 12, 2010 and throughout the remaining Term of this Lease,
      Tenant shall be obligated to pay directly to Landlord the annual amount of
      $50,324.00, payable in equal monthly installments of $4,193.67, together
      with sales tax thereon, in accordance with the provisions set forth in
      Section 4.1 of the Lease and which shall also be subject to Annual Rent
      Increases, as set forth in Section 4.2 of the Lease, in order to
      compensate Landlord for the Rent Differential.  The
      Consult-a-Nurse Base Rent and the Rent Differential shall be prorated on a
      per diem basis for the month of April
2010.

            


    

    


    
      
        
        

      

      
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              7.

            	
              Consult-A-Nurse
      Additional Rent.  The parties acknowledge that
      Consult-a-Nurse is not paying its Pro Rata Share of Common Area
      Maintenance Expenses, as set forth in the Consult-a-Nurse
      Lease.  Tenant shall be obligated to pay the Pro Rata Share of
      Common Area Maintenance Expenses allocable to the 4th
      Floor, including sales tax and/or other taxes levied or imposed from time
      to time, throughout the remaining Term of this Lease and therefore
      Tenant’s Estimated Pro Rata Share as set forth in Section 6 of the Third
      Amendment shall not be reduced as a result of the Consult-A-Nurse
      Lease.

            


    

    


    
      	
               
      

            	
              8.

            	
              Tenant
      Improvements. As
      part of the consideration to induce Consult-A-Nurse to enter into the
      Lease, Tenant agrees to contribute an amount not to exceed
      $15,000.00 toward the cost of the Tenant Improvements to be constructed by
      Consult-A-Nurse; and
      (ii) certain items
      of personal property, as listed in on Exhibit “D” to the
      Consult-A-Nurse Lease, which shall become property of Consult-A-Nurse upon
      installation in the Premises.  Tenant agrees to join in the
      execution of the Consult-A-Nurse Lease for the limited purpose of
      confirming its agreement with the
  foregoing.

            


    

    


    
      	
               
      

            	
              9.

            	
              Rights and
      Obligations.  Tenant hereby relinquishes any and all
      rights that it may have, under the terms of the Lease, to the portions of
      the Premises located on 4th
      floor of the Office Building.

            


    

    


    
      	
               
      

            	
              10.

            	
              Guaranty.  In
      the event that Consult-A-Nurse defaults under the terms of the
      Consult-A-Nurse Lease, Tenant shall upon demand be obligated to fulfill
      Consult-A-Nurse’s obligations, including, among other things, payment of
      Base Rent and Additional Rent thereunder for the remaining term of this
      Lease. Tenant shall have the right to seek collection of any amounts paid
      by Tenant to Landlord as a result of the failure of Consult-A-Nurse to
      make any payment or to perform any obligation of Consult-A-Nurse under the
      terms of the Consult-A-Nurse Lease; provided that Landlord has first been
      paid all amounts due to Landlord thereunder, including without limitation
      any subsequent amounts due to Landlord under the terms of the
      Consult-A-Nurse Lease.

            


    

     

    
      
        
        

      

      
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              11.

            	
              Counterparts.
      This Lease may be executed in any number of counterparts and by the
      separate parties hereto in separate counterparts, all of which shall be
      deemed to be an original and one and the same
  instrument.

            


    

    


    
      	
               
      

            	
              12.

            	
              Ratification.
      All other terms and provisions of the Lease are hereby ratified and
      confirmed and shall remain in full force and effect, except to the extent
      amended hereby.  Each party represents and warrants to the other
      party that it is aware of no default by the other party under the terms of
      the Lease as of the date hereof.  In the event on any
      inconsistency between the terms of this Fourth Amendment and the terms of
      the Lease, the terms of this Fourth Amendment shall
    control.

            


    

    


    
      	
               
      

            	
              13.

            	
              Landlord’s Legal
      Fees.  Within ten (10) business days of the date hereof,
      Tenant shall pay Landlord $10,000 for Landlord’s legal expenses associated
      with this Fourth Amendment and the Consult-A-Nurse
  Lease.

            


    

    


    
      	
               
      

            	
              14.

            	
              Commission.  Any
      commission payable to Commercial Property of Southwest Florida, LLC in
      connection with the Consult A Nurse Lease shall be allocated between the
      parties such that: (i) Tenant shall be responsible for the commission
      relating to the period between the Commencement Date of the Consult A
      Nurse Lease and the remaining term of this Lease, and (ii) Landlord shall
      be responsible for the commission relating to the period following the
      expiration of the term of this
Lease

            


    

     

    
      
        	 	 	 
	 	      
                Landlord:

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Mick Vorbeck	 
	 	 	      
                Mick Vorbeck

              	 


      

       

    

    
      
        
        

      

      
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                    Tenant:

                  

                	 
	 	 	 
	 	      
                  Vertro
      Inc.,

                  A
      Delaware corporation formerly known as Miva, Inc

                
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ John B. Pisaris	 
	 	 	      
                        
                    Name:  
      John B. Pisaris

                  

                	 
	 	 	      
                  Title:    
      General Counsel

                	 


        

         

      

      
        
          
          

        

        
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