Exhibit 10.26


 


LEASE AGREEMENT


 


 


Between


 


 


Met 10A-98, Ltd., a Texas limited partnership


 


as Landlord,


 


 


and


 


 


Tangoe, Inc.,


 


as Tenant,


 


Covering approximately 21,600 gross square feet

of the Building known (or to be known) as


 


 


Metric 10W


 


 


located at


 


 


9801 Metric Boulevard, Suite 100

Austin, Texas, 78758


 

















 


STANDARD
INDUSTRIAL LEASE AGREEMENT


 


	
   

  	
  Approximately
  21,600 gross square feet

  
	
   

  	
  9801
  Metric Boulevard, Suite 100

  
	
   

  	
  Austin,
  Texas 78758

  
	
   

  	
  (Metric
  10W)

  



 


LEASE AGREEMENT


 


THIS
LEASE AGREEMENT is made and entered into by and between Met 10A-98, Ltd., a
Texas limited partnership, hereinafter referred to as “Landlord,” and Tangoe, Inc.,
hereinafter referred to as “Tenant”.


 


1.  PREMISES AND TERM.  In consideration of the mutual obligations of
Landlord and Tenant set forth herein, Landlord leases to Tenant, and Tenant
hereby takes from Landlord, certain teased premises situated within the County
of Travis, State of Texas, as more particularly described on EXHIBIT “A”
attached hereto and incorporated herein by reference (the “Premises”), to have
and to hold, subject to the terms, covenants and conditions in this Lease.  The term of this Lease shall commence on the
Commencement Date hereinafter set forth and shall end on the last day of the
month that is sixty-three (63) months after the Commencement Date.


 


A.  Existing Building and Improvements.  The “Commencement Date” shall be April 1,
2009.  In such event, Tenant acknowledges
that (i) it has inspected and accepts the Premises in its “as is”
condition, (ii) the buildings and improvements comprising the same are
suitable for the purpose for which the Premises are leased, (iii) the
Premises are in good and satisfactory condition, and (iv) no
representations as to the repair or condition of the Premises nor promises to
alter, remodel or improve the Premises, including the handling or removal of
any communications cable, have been made by Landlord (unless otherwise
expressly set forth in this Lease).


 


2.  BASE RENT, SECURITY DEPOSIT AND ESCROW
DEPOSITS.


 


A.  Basement.  Tenant agrees to pay Landlord rent for the
Premises, in advance, without demand, deduction or set off, at the rate of


 


	
  Months

  	
   

  	
  Base Rental Rate PSF/Mo.

  	
   

  	
  Total Base Monthly Rent

  	
   

  
	
  01-03

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  04-24

  	
   

  	
  $

  	
  0.61

  	
   

  	
  $

  	
  14,040.00

  	
   

  
	
  25-36

  	
   

  	
  $

  	
  0.66

  	
   

  	
  $

  	
  15,120.00

  	
   

  
	
  37-48

  	
   

  	
  $

  	
  0.71

  	
   

  	
  $

  	
  16,200.00

  	
   

  
	
  49-63

  	
   

  	
  $

  	
  0.76

  	
   

  	
  $

  	
  17,280.00

  	
   

  



 


per
month during the term hereof.  One such
monthly installment, plus the other monthly charges set forth in Paragraph 2C below, shall be due and payable on
the date hereof, and a like monthly installment shall be due and payable on or
before the first day of each calendar month succeeding 


 

















 


the
Commencement Date, except that all payments due hereunder for any fractional
calendar month shall be prorated.


 


B.  Security Deposit.  In addition, Tenant agrees to deposit with
Landlord on the date hereof the sum of Fifteen Thousand, Five Hundred Fifty-Two
and Zero /100 Dollars ($15,552.00) (the “Security Deposit”) of which shall be
held by Landlord, without obligation for interest or segregation from other
funds of Landlord, as security for the performance of Tenant’s obligations
under this Lease, it being expressly understood and agreed that the Security
Deposit is not an advance rental deposit or a measure of Landlord’s damages in
case of Tenant’s default.  Upon
occurrence of an Event of Default, Landlord may use all or part of the Security
Deposit to pay past due rent or other payments due Landlord under this Lease or
the cost of any other damage, injury, expense or liability caused by such Event
of Default without prejudice to any other remedy provided herein or provided by
law.  On demand, Tenant shall pay
Landlord the amount that will restore the Security Deposit to its original
amount. The Security Deposit shall be deemed the property of Landlord.  Provided that no Event of Default has
occurred due to Tenant’s failure to fulfill all of its present and future
obligations under the Lease, any remaining balance of the Security Deposit
shall be returned by Landlord together with a written description and
itemization of any deductions to Tenant not later than sixty (60) days after,
Tenant has surrendered the Premises, and Tenant has provided Landlord with
written notice of Tenant’s forwarding address for purpose of returning the
Security Deposit.


 


C.  Escrow Deposits.  Without limiting in any way Tenant’s other
obligations under this Lease, Tenant agrees to pay to Landlord its
Proportionate Share (as defined in this Paragraph 2C below) of (i) Taxes
(hereinafter defined) payable by Landlord pursuant to Paragraph 3A below, and
the cost of any tax consultant to assist Landlord in determining the fair tax
valuation of the building and land (ii) the cost of
utilities payable by Landlord pursuant to Paragraph 8 below, (iii) Landlord’s
cost of maintaining any insurance or insurance related expense applicable to
the Building and Landlord’s personal property used in connection therewith
including, but not limited to, Insurance pursuant to Paragraph 9A below, and (iv) Landlord’s
cost of maintaining the Premises which include but are not limited to (a) maintenance
and repairs, (b) landscaping, (c) common area utilities, (d) water
and sewer, (e) roof repairs, (f) management fees, (g) exterior
painting, and (h) parking lot maintenance and repairs ( i- iv being collectively
referred to as the “Tenant Costs”). 
Escrow deposits shall not include the following expenses:  (a) any costs for interest,
amortization, or other payments on loans to Landlord; (b) expenses
incurred in leasing or procuring tenants, (c) legal expenses other than
those incurred for the general benefit of the Building or its tenants, (d) allowances,
concessions, and other costs of renovating or otherwise improving space for
occupants of the Building or vacant space in the Building, (e) rents under
ground leases, and (f) costs incurred to selling, syndicating, financing,
mortgaging, or hypothecating any of Landlord’s interests in the Building.  During each month of the term of this Lease,
on the same day that rent is due hereunder, Tenant shall deposit in escrow with
Landlord an amount equal to one-twelfth (1/12) of the estimated annual amount
of Tenants Proportionate Share of the Tenant Costs.  Tenant authorizes Landlord to use the funds
deposited with Landlord under this Paragraph 2C to pay such Tenant Costs.  The initial monthly escrow payments are based
upon the estimated amounts for the year in question and shall be increased or
decreased annually to reflect the projected actual amount of all Tenant Costs.  If the Tenant’s total escrow deposits for any
calendar year are less than Tenant’s actual Proportionate Share of the Tenant
Costs for such calendar year, Tenant shall pay the difference to Landlord
within ten (10) days 


 

















 


after
demand.  If the total escrow deposits of
Tenant for any calendar year are more than Tenant’s actual Proportionate Share
of the Tenant Costs for such calendar year, Landlord shall have the option to
retain such excess and credit it against Tenant’s escrow deposits after such
determination or to refund such excess to Tenant. In the event the Premises
constitute a portion of a multiple occupancy building (the “Building”), Tenant’s
“Proportionate Share” with respect to the Building, as used in this Lease,
shall mean a fraction, the numerator of which is the gross rentable area
contained in the Premises and the denominator of which is the gross rentable
area contained in the entire Building. 
In the event the Premises or the Building is part of a project or
business park owned, managed or leased by Landlord or an affiliate of Landlord
(the “Project”), Tenant’s “Proportionate Share” of the Project, as used in this
Lease, shall mean s fraction, the numerator of which is the gross rentable area
contained in the Premises and the denominator of which is the gross rentable
area contained in all of the buildings (including the Building) within the
Project.


 


3.  TAXES


 


A.  Real Property Taxes.  Subject to reimbursement under Paragraph 2C
herein, Landlord agrees to pay all taxes, assessments and government charges of
any kind and nature (collectively referred to hereto as Taxes”) that accrue
against the Premises, the Building and/or the land of which the Premises or the
Building are a part.  If at any time
during the term of this Lease there shall be levied, assessed or imposed on
Landlord a capital levy or other tax directly on the rents received therefrom
and/or a franchise or margin to, assessment, levy or charge measured by or
based, in whole or in part, upon such rents from the Premises and/or the land
and improvements of which the Premises are a part (including but not limited to
the tax imposed pursuant to the 2006 amendments to the Texas Tax Code, Chapter
171, then all such taxes, assessments, levies or charges, or the part thereof
so measured or based shall be deemed to be included within the term “Taxes” for
the purposes hereof.


 


B.  Personal Property Taxes.  Tenant shall be liable for all taxes levied
or assessed against any personal property or fixtures placed in or on the
Premises.  If any such taxes are levied
or assessed against Landlord or Landlord’s property and (i) Landlord pays
the or (ii) the assessed value of Landlord’s property is increased by
inclusion of such personal property and fixtures and Landlord pays property and
fixtures and Landlord pays the increased taxes, then Tenant shall pay to
Landlord, upon demand, the amount of such taxes.


 


4.  LANDLORD’S REPAIRS AND MAINTENANCE.


 


A.  Structural Repairs.  Landlord, at its own cost and expense, shall
maintain the foundation and the structural soundness of the exterior walls of
the Building in good repair, reasonable wear and tear excluded.  The term “walls” as used herein shall not
include windows, glass or plate glass, any doors, special store fronts of
office entries, and the term “foundation” as used herein shall not include
loading docks.  Tenant shall immediately
give Landlord written notice of defect or need for repairs, after which
Landlord shall have a reasonable opportunity to effect such repairs or cure
such defect.  In no event shall Landlord
have any obligation or liability to Tenant or any others for the existence of
molds, fungi, bacteria, mildew, and other similar matters (collectively
referred to hereafter as “Molds”), except for the repair or replacement of the
foundation or walls in which such items are found.  Further, Landlord shall 


 

















 


not
have any obligation or liability with respect to communications cable within
the Premises except as provided for in Exhibit C.


 


5.  TENANTS REPAIRS.


 


A.  Maintenance of Premises and Appurtenances.  Tenant, at its own cost and expense, shall (i) keep
the Premises free of trash and debris from Tenant’s use, maintain all parts of
the interior of the Premises and promptly make all necessary repairs and
replacements to the Premises (except those for which Landlord is expressly
responsible hereunder), and (ii) keep the parking areas, driveways,
alleyways and areas surrounding the loading docks free of trash, debris and
inventory, including but not limited to pallets, bawls, and equipment from
tenant use.  Tenant’s obligation to
maintain, repair and make replacements to file Premises shall cover, but not be
limited to, pest control (including termites), trash removal and the
maintenance, repair and replacement of all HVAC, electrical, communications
cable, plumbing, sprinkler and other mechanical systems, and the prevention,
containment, treatment, and elimination of Molds.


 


C.  Parking.  Tenant and its employees, customers and
licensees shall have the right to use only its Proportionate Share of any
parking areas that have been designated for such use by Landlord in writing,
subject to (i) all rules and regulations promulgated by Landlord, and
(ii) rights of ingress aid egress of other lessees.  Landlord shell not be responsible for
enforcing Tenant’s parking rights against any third parties, and Tenant
expressly does not have the right to tow or obstruct improperly parked
vehicles.  Tenant agrees not to park on
any public streets or private roadways adjacent to or in the vicinity of the
Premises.  Tenant shall have no right to
a reserved number or location of parking spaces unless this Lease explicitly
provides otherwise.  Tenant shall not
park or store vehicles, trucks or other trailers, campers, RVs, equipment or
other mobile storage units overnight, except in areas specifically designated
and agreed to in writing by Landlord.


 


D.  System Maintenance.  Landlord shall service HVAC equipment within
thirty (30) days of Tenant’s occupancy to ensure such HVAC equipment is in good
working order.  Tenant, at its own cost
and expense, shall prevent the discharge, leakage, or overflow of water and
other liquids produced by all HVAC, electrical, plumbing, sprinkler and other
mechanical systems and shall enter into a regularly scheduled preventive
maintenance/service contract with a maintenance contractor approved by Landlord
for servicing all hot water, hearing, ventilation, and air conditioning systems
(including the servicing of air ducts and ventilations systems for Molds) and
equipment within the Premises.  The
service contract must include the replacement of filters on a regular basis and
all services suggested by the equipment manufacturer in its
operations/maintenance manual and must become effective within thirty (30) days
of the date Tenant takes possession of the Premises.


 

















 


E.  Option to Maintain Premises.  Landlord reserves the right to perform, in
whole of in part and without notice to Tenant, maintenance, repairs and
replacements to the Premises, paving common area, landscape, exterior painting,
common sewage line plumbing and any other items that are otherwise Tenant’s
obligations under this Paragraph 5, in which event Tenant shall be liable for
and pay within ten days following demand its Proportionate Share of the cost
and expense (or the full cost and expense as the case may be if specifically a
Tenant obligation) of such repair, replacement, maintenance and other such
items.


 


6.  ALTERATIONS.  Tenant shall not make any alterations,
additions or improvements (collectively referred to as “Alterations”) to the
Premises without the prior written consent of Landlord, Landlord shall not be
required to notify Tenant of whether it consents to any Alterations until it (a) has
received plans and specifications in a CAD disk format therefore which are
sufficiently detailed to allow construction of the work depicted thereon to be
performed in a good and workmanlike manner, and (b) has had a reasonable
opportunity to review them.  If the
Alterations will affect the Building’s structure, HVAC system, or mechanical,
electrical, or plumbing systems, then the plans and specifications therefore
must be prepared by a licensed engineer reasonably acceptable to Landlord and
provided to Landlord in a CAD disk format. Landlord’s approval of any plans and
specifications shall not be a representation that the plans or the work
depicted thereon will comply with law or be adequate for any purpose, but shall
merely be Landlord’s consent to performance of the work.  Upon completion of any Alteration, Tenant
shall deliver to Landlord accurate, reproducible as-built plans therefore in a
CAD disk format.Tenant may erect shelves, bins, machinery and trade fixtures
(collectively “Tenant Installations”) provided that such items (1) do not
alter the basic character of the Premises or the Building; (2) do not
overload or damage the same; and (3) may be removed without damage to the
Premises.  Unless Landlord specifies in
writing otherwise, all alterations, additions, and improvements shall be
Landlord’s property when installed in the Premises.  Unless Landlord notifies Tenant to the
contrary, all shelves, bins, communications cables, machinery and trade
fixtures installed by Tenant shall be removed on or before the earlier to occur
of the day of termination or expiration of this Lease, or vacating the
Premises, at which time Tenant shall restore the Premises to their original
condition.  All work performed by Tenant
in the Premises (including that relating to the installations, repair
replacement or removal of any item) shall be performed in accordance with all
applicable governmental laws, ordinances, regulations, and with Landlord’s
specifications and requirements, in a good and workmanlike manner, and so as
not to damage or alter the Building’s structure or the Premises.  Tenant shall be responsible for compliance
with 1) The Americans With Disabilities Act of 1990 as amended (hereafter “ADA”)
and 2) the Texas Elimination of Architectural Barriers Act (hereafter TEAB”) or
any successor statute to the ADA or TEAB. 
Tenant shall also be responsible for compliance with all applicable
laws, ordinances, and regulations with respect to tagging, installation and
removal of communications cable in, above, appurtenant to, or associated with
the Premises.  At Landlord’s option,
Tenant at its sole cost and expense shall remove all communications cable
installed by it, or on its behalf, or utilized by it (even if installed by
others) during Tenant’s occupancy of the Leased Premises.  No communications cable installed or utilized
by Tenant shall be abandoned by Tenant after it ceases to occupy the
Premises.  The term “communications cable”
includes wire, cable, fiber optic or any other physical method of electronic,
electrical or optical transmission, of a) data, b) information, c) voice and
other sound, d) pictures, motion picture, video or images, or e) other
communication of any kind whatsoever including use as or for audio speaker,
computer network, internet, intranet, electronic mail, fire, security and/or
other 


 

















 


emergency
or alarm systems, optical fiber, communications circuits, radio, television,
satellite, computer, coaxial, or network powered broadband whether within or
outside the Premises.  In connection with
any such Alteration, Tenant shall pay to Landlord an  administration fee of five percent (5%) of all costs
incurred for such work.


 


7.  SIGNS. 
Any signage Tenant desires for the Premises shall be subject to Landlord’s
written approval and shall be submitted to Landlord prior to the Commencement
Data of this Lease.  Tenant shall repair,
paint and/or replace the Building fascia surface to which its signs are
attached upon Tenant’s vacating the Premises or the removal or alteration of
its signage.  If Tenant is permitted to
use the Building fascia located directly above the premises for signage, such
use shall be non-exclusive and shall be subject to such other usage as Landlord
may determine.  Tenant shall not, without
Landlord’s prior written consent, (i) make any changes to the exterior of
the Premises, such as painting; (ii) install any exterior lights,
decorations, balloons, flags, pennants or banners; or (iii) erect or
install any signs, windows or door lettering, placards, decorations or
advertising media of any type which can be viewed from the exterior of the
Premises.  All signs, decorations,
advertising media, blinds, draperies and other window treatment or bars or
other security installations visible from outside the Premises shall conform in
all respects to the criteria established by Landlord or shall be otherwise
subject to Landlord’s prior written consent.


 


8.  UTILITIES. 
Landlord agrees to provide normal water and electricity service to the
Premises.  Tenant shall pay for all
water, gas, heat, light, power, telephone, sewer, sprinkler charges and other
utilities and services used on or at the Premises, together with any taxes,
penalties, surcharges or the like pertaining to the Tenant’s use of the
Premises and any maintenance charges for utilities.  Landlord shall have the right to cause any of
said services to be separately metered to Tenant, at Tenant’s expense.  Tenant shall pay its pro rata share, as
reasonably determined by Landlord, of all charges for jointly metered
utilities.  Landlord shall not be liable
for any interruption or failure of utility service on the Premises, and Tenant
shall have no rights or claims as a result of any such failure.  In the event water is not separately metered
to Tenant, Tenant agrees that if water and sewer capacity usage by or within
the Premises exceeds normal domestic restroom and kitchen usage appropriate to
one eight hour week shift per twenty-four hours as determined by Landlord in
its sole discretion, Tenant shall reimburse Landlord for the entire amount of
water and sewer costs as additional rental thereafter.  Such additions, rental shall include but not
be limited to the cost for acquiring additional sewer capacity to service
Tenant’s or the Premises sewer use. 
Furthermore, Tenant agrees in such event to install at its own expense a
submeter to determine Tenants usage.


 


9.  INSURANCE.


 


A.  Landlord’s Insurance.  Subject to reimbursement under Paragraph 2C
herein, Landlord shall maintain insurance covering the Building in an amount
not less than eighty patent (80%)
of the “replacement cost” thereof insuring against the perils of fire,
lightning, extended coverage, vandalism and malicious mischief.


 


B.  Tenant’s Insurance.  Tenant, at its own expense, shall maintain
during the term of this Lease a policy or policies of workers’ compensation and
comprehensive general liability insurance, including personal injury and property
damage, with contractual liability 


 

















 


endorsement,
in the amount of Five Hundred Thousand Dollars ($500,000.00) for property
damage and One Million Dollars ($1,000,000.00) per occurrence and Two Million
Dollars ($2,000,000.00) in the aggregate for personal injuries or deaths of
persons occurring in or about the Premises. 
Tenant, at its own expense, shall also maintain during the term of this
Lease fire and extended coverage insurance covering the replacement cost of (i) all
alterations; additions, partitions and improvements installed or placed on the
Premises by Tenant or by Landlord on behalf of Tenant; and (ii) all of
Tenant’s personal property contained within the Premises.  Said policies shall (i) name the
Landlord and management company as additional insured and insure Landlord’s and
management company’s contingent liability under or in connection with this
Lease (except for the workers’ compensation policy, which instead shall include
a waiver of subrogation endorsement in favor of Landlord); (ii) be issued
by an insurance company which is acceptable to Landlord; and (iii) provide
that said insurance shall not be canceled unless thirty (30) days prior written
notice has been given to Landlord.  Said
policy or policies or certificates thereof shall be delivered to Landlord by
Tenant on or before the Commencement Date and upon each renewal of said
insurance.


 


C.  Prohibited Uses.  Tenant will not permit the Premises to be
used for any purpose or in any manner that would (i) void the insurance thereon,
(ii) increase the insurance risk or cost thereof; or (iii) cause the
disallowance of any sprinkler credits; including without limitation, use of the
Premises for the receipt, storage or handling of any product, material or
merchandise that is explosive or highly inflammable.  If any increase in the cost of any insurance
on the Premises or the Building is caused by Tenant’s use of the Premises or
because Tenant vacates the Premises, then Tenant shall pay the amount of such
increase to Landlord upon demand therefor.


 


10.  FIRE AND CASUALTY DAMAGE


 


A.  Total or Substantial Damage and
Destruction.  If the Premises or the
Building should be damaged or destroyed by fire or other peril, Tenant shall
immediately give written notice to Landlord of such damage or destruction.  If the Premises or the Building should be
totally destroyed by any peril covered by the insurance to be provided by
Landlord under Paragraph 9A above, or if they should be so damaged thereby
that, in Landlord’s estimation, rebuilding or repairs cannot be completed
within one hundred eighty (180) days after the date of such damage or after
such completion there would not be enough time remaining under the terms of
this Lease to fully amortize such rebuilding or repairs, then this Lease shall
terminate and the rent shall be abated during the unexpired portion of this
Lease, effective upon the date of the occurrence of such damage.


 


B.  Partial Damage or Destruction.  If the Premises or the Building should be
damaged by any peril covered by the insurance to be provided by Landlord under
Paragraph 9A above and, in Landlords’ estimation, rebuilding or repairs can be
substantially completed within one hundred eighty (180) days after the date of
such damage, then this Lease shall not terminate and Landlord shall
substantially restore the Premises to its previous condition, except that
Landlord shall not be required to rebuild, repair or replace any part of the
partitions, fixtures, additions and other improvements that may have been
constructed, erected or installed in or about the Premises for the benefit of
by or for Tenant.


 














 


C.  Lienholders’ Rights in
Proceeds. 
Notwithstanding anything herein to the contrary, in the event the holder
of any indebtedness secured by a mortgage or deed of trust coming the Premises
requires that the insurance proceeds be applied to such indebtedness, then
Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made known to Landlord by any such holder, whereupon all rights and
obligations hereunder shall cease and terminate.


 


D.  Waiver of Subrogation.  Notwithstanding anything in this Lease to the
contrary, Landlord and Tenant hereby waive and release each other of and from
any and all rights of recovery, claims, actions or causes of action against
each other, or their respective agents, officers and employees, for any loss or
damage that may occur to the Premises, improvements to the Building or personal
property (Building contents) within the Building and/or Premises, for any
reason regardless of cause or origin. 
Each party to this Lease agrees immediately after execution of this
Lease to give written notice of the terms of the mutual wavers contained in
this subparagraph to each insurance company that has issued to such party
policies of fire and extended coverage insurance and to have the insurance
policies properly endorsed to provide that the carriers of such policies waive
all rights of recovery under subrogation or otherwise against the other party.


 


11.  LIABILITY AND INDEMNIFICATION.  Except for any claims, rights of recovery and
causes of action that Landlord has released in writing signed by Landlord,
Tenant shall hold Landlord harmless from and defend Landlord against any and
all claims or liability for any injury or damage (i) to any person or
property whatsoever occurring in, on or about the Premises or any part thereof;
the Building and/or other common areas, the use of which Tenant may have in
accordance with this Lease, if such injury or damage shall be caused in whole
or in part by the act, neglect, fault or omission of any duty by Tenant its
agents, servants, employees or invitees at common law, pursuant to statute,
ordinance, or regulation, or under this Lease; (ii) arising from the
conduct or management of any work done by the Tenant in or about the Premises; (iii) arising
from transactions of the Tenant; or (iv) arising pursuant to this Lease;
and (v) all costs, counsel fees, expenses and liabilities incurred in
connection with any such claim or action or proceeding brought thereon.  The provisions of this Paragraph 11 shall
survive the expiration or termination of this Lease.  Landlord shall not be liable in any event for
personal injury or loss of or to Tenant’s property caused by fire, flood, water
leaks, rain, hail, ice, snow, smoke, lightning, wind, explosion, interruption
of utilities, Molds, or other occurrences. 
Landlord strongly recommends that Tenant’s own insurance in excess of
the amounts required elsewhere in this Lease to protect against the above
occurrences if Tenant desires additional coverage for such risks.  Tenant shall give prompt notice to Landlord
of any significant accidents involving injury to persons or property.  Furthermore, Landlord shall not be
responsible for lost or stolen personal property, equipment, money or jewelry
from the Premises or from the public areas of the Building or the Project,
regardless of whether such loss occurs when the area is locked against
entry.  Landlord shall not be liable to
Tenant or Tenant’s employees, customers or invitees for any damages or losses
to persons or property caused by any lessees in the Building or the Project, or
for any damages or losses caused by theft, burglary, assault vandalism or other
crimes.  Landlord strongly recommends
that Tenant provide its own security systems and services and secure Tenant’s
own insurance in excess of the amounts required elsewhere in this Lease to
protect against the above occurrences if Tenant desires additional protection
or coverage for such risks.  Tenant shall
give Landlord prompt written notice of any criminal or 


 

















 


suspicious
conduct within or about the Premises, the Building or the Project and/or any
personal injury or property damage caused thereby.  Landlord may, but is not obligated to, enter
into agreements with third parties for the provision, monitoring, maintenance
and repair of any courtesy patrols or similar services or fire protective
systems and equipment and, to the extent same is provided at Landlord’s sole
discretion, Landlord shall not be liable to Tenant for any damages, costs or
expenses which occur for any reason in the event any such system or equipment
is not properly installed, monitored or maintained or any such services are not
properly provided.  Landlord shall use
reasonable diligence in the maintenance of existing lighting, if any, in the
parking garage or parking areas servicing the Premises, and Landlord shall not
be responsible for additional lighting or any security measures in the Project,
the Premises, the parking garage or other parking areas.


 


12.  USE. 
The Premises shall be used only for the purpose of receiving, storing,
shipping and selling (other than retail) products, materials and merchandise
made and/or distributed by Tenant and for such other lawful purposes as may be
directly incidental thereto.  Outside
storage, including without limitation storage of trucks and other vehicles, is
prohibited without Landlord’s prior written consent. Tenant shall comply with
all governmental laws, ordinances and regulations applicable to the use of its
Premises and shall promptly comply with all governmental orders and directives
for the correction, prevention and abatement of nuisances in, upon or connected
with the Premises, all at Tenant’s sole expense.  Tenant shall not permit any objectionable or
unpleasant odors, smoke, dust, gas, noise or vibrations as determined by
Landlord in its discretion to emanate from the Premises, nor take any other
action that would constitute a nuisance or would disturb, unreasonably
interfere with or endanger Landlord or any other lessees of the Building or the
Project.


 


13.  HAZARDOUS WASTE.  The term “Hazardous Substances,” as used in
this Lease, shall mean pollutants, contaminants, toxic or hazardous wastes,
radioactive materials or any other substances, the use and/or the removal of
which is required or the use of which is restricted, prohibited or penalized by
any “Environmental Law,” which term shall mean any federal, state or local
statute, ordinance, regulation or other law of a governmental or
quasi-governmental authority relating to pollution or protection of the
environment or the regulation of the storage or handling of Hazardous
Substances.  Tenant hereby agrees
that:  (i) no activity will be
conducted on the Premises that will produce any Hazardous Substances, except
for such activities that are part of the ordinary course of Tenant’s business
activities (the “Permitted Activities”), provided said Permitted Activities are
conducted in accordance with all Environmental Laws and have been approved in
advance in writing by Landlord and, in connection therewith, Tenant shall be
responsible for obtaining any required permits or authorizations and paying any
fees and providing any testing required by any governmental agency; (ii) the
Premises will not be used In any manner for the storage of any Hazardous
Substances, except for the temporary storage of such materials that are used in
the ordinary course of Tenant’s business (the “Permitted Materials”), provided
such Permitted Materials are properly stored in a manner and location meeting
all Environmental Laws and have been approved in advance in writing by
Landlord, and, in connection therewith, Tenant shall be responsible for
obtaining any required permits or authorizations and paying any fees and
providing any testing required by any governmental agency; (iii) no
portion of the Premises will be used as a landfill or a dump; (iv) Tenant
will not install any underground tanks of any type; (v) Tenant will not
allow any surface or subsurface conditions to exist or come into existence that
constitute, or with the passage of time may 


 

















 


constitute,
a public or private nuisance; and (vi) Tenant will not permit any
Hazardous Substances to be brought onto the Premises, except for the Permitted
Materials, and if so brought or found located thereon, the same shall be
immediately removed, with proper disposal, and all required clean-up procedures
shall be diligently undertaken by Tenant at its sole cost pursuant to all
Environmental Laws.  Landlord and
Landlord’s representatives shall have the right but not the obligation to enter
the Premises for the purpose of inspecting the storage, use and disposal of any
Permitted Materials to ensure compliance with all Environmental Laws.  Should it be determined, in Landlord’s sole
opinion, that any Permitted Materials are being improperly stored, used or
disposed of, then Tenant shall immediately take such corrective action as
requested by Landlord.  Should Tenant
fail to take such corrective action within twenty-four (24) hours, Landlord
shall have the right to perform such work and Tenant shall reimburse Landlord,
on demand, for any and all costs associated with said work.  If at any time during or after the term of
this Lease, the Premises is found to be contaminated with Hazardous Substances,
Tenant shall diligently institute proper and thorough clean-up procedures, at
Tenant’s sole cost Tenant agrees to indemnify and hold Landlord harmless from
all claims, demands, actions, liabilities, costs, expenses, damages, penalties
and obligations of any nature arising from or as a result of any contamination
of the Premises with Hazardous Substances, or otherwise arising from the use of
the Premises by Tenant.  The foregoing
indemnification and the responsibilities of Tenant shall survive the
termination or expiration of this Lease.


 


14.  INSPECTION. 
Landlord’s agents and representatives shall hare the right to enter the
Premises at any reasonable time during business hours (or at any time in case
of emergency) (i) to inspect the Premises, (ii) to make such repairs
as may be required or permitted pursuant to this Lease, and/or (iii) during
the last six (6) months of the Lease term, for the purpose of showing the
Premises.  In addition, Landlord shall
have the right to erect a suitable sign on the Premises stating the Premises
are available for lease.  Tenant shall
notify Landlord in writing at least thirty (30) days prior to vacating the
Premises and shall arrange to meet with Landlord for a joint inspection of the
Premises prior to vacating.  If Tenant
fails to give such notice or to arrange for such inspection, then Landlord’s
inspection of the Premises shall be deemed correct for the purpose of
determining Tenant’s responsibility for repairs and restoration of the Premises
and for purposes of calculating the amount to be deducted, if any, from the
Security Deposit.


 


15.  ASSIGNMENT AND SUBLETTING.  Tenant shall not have the right to sublet,
assign or otherwise transfer or encumber this Lease, or any interest therein,
without the prior written consent of Landlord. 
Any attempted assignment, subletting, transfer or encumbrance by Tenant
in violation of the terms and covenants of this paragraph shall be void and any
Transferee (as hereafter defined) shall be deemed to be a trespasser.  Any assignee, sublessee or transferee of
Tenant’s interest in this Lease (all such assignees, sublessees and transferees
being hereinafter referred to as Transferees”), by assuming Tenant’s
obligations hereunder, shall assume liability to Landlord for all amounts paid
to persons other than Landlord by such Transferees to which Landlord is
entitled or is otherwise in contravention of this Paragraph 15.  No assignment subletting or other transfer,
whether or not consented to by Landlord or permitted hereunder, shall relieve
Tenant of its liability under this Lease. 
If Tenant has failed to pay all or any portion of the Monthly Rent by
its due date, or if an Event of Default occurs, or if Landlord in good faith
deems the prospect of collecting the next payment of Monthly Rent to be
impaired, while the Premises or any part thereof are assigned or sublet, then
Landlord, in addition to any other remedies herein provided or provided by law,
may collect directly from such Transferee all rents 


 

















 


payable
to the Tenant and apply such rent against any sums due or to become due to
Landlord hereunder.  No such collection
shall be construed to constitute a novation or a release of Tenant from the
further performance of Tenants obligations hereunder.  If Landlord consents to any subletting or
assignment by Tenant as hereinabove provided and any category of rent
subsequently received by Tenant under any such sublease is in excess of the
same category of rent payable under this Lease, or any additional consideration
is paid to Tenant by the assignee under any such assignment, then Landlord may,
at its option, declare such excess rents under any sublease or such additional
consideration for any assignment to be due and payable by Tenant to Landlord as
additional rent hereunder.  The following
shall additionally constitute an assignment of this Lease by Tenant for the
purposes of this Paragraph 15:  (i) if
Tenant is a corporation, any merger, consolidation, dissolution or liquidation,
or any change in ownership or power to vote of entity; (iii) the sale,
transfer, exchange, liquidation or other distribution of more than thirty
percent (30%) of Tenant’s assets, other than this Lease; or (iv) the
mortgage, pledge, hypothecation or other encumbrance of or grant of a security
interest by Tenant in this Lease, or of any of Tenant’s rights hereunder.


 


16.  CONDEMNATION.  If more than eighty percent (80%) of the
Premises are taken for any public or quasi-public use under governmental law,
ordinance or regulation, or by right of eminent domain or private purchase in
lieu thereof, and the taking prevents or materially interferes with the use of
the remainder of the Premises for the purpose for which they were leased to
Tenant, then this Lease shall terminate and the rent shall be abated during the
unexpired portion of this Lease, effective on the date of such taking.  If less than eighty percent (80%) of the
Premises are taken for any public or quasi-public use under any governmental
law, ordinance or regulation, or by right of eminent domain or private purchase
to lieu thereof, or if the taking does not prevent or materially interfere with
the use of the remainder of the Premises for the purpose for which they were
leased to Tenant then this Lease shall not terminate but the rent payable
hereunder during the unexpired portion of this Lease shall be reduced to such
extent as may be fair and reasonable under all of the circumstances.  All compensation awarded in connection with
or as a result of any of the foregoing proceedings (including any sum separately
designated or awarded as a value of the leasehold estate) shall be the property
of Landlord, and Tenant hereby assigns any interest in any such award to
Landlord; provided, however, Landlord shall have no interest in any award made
to Tenant for loss of business or goodwill or for the taking of Tenant’s trade
fixtures and personal property, if a separate award for such items is sought by
and made to Tenant.


 


17.  EXPIRATION; HOLDING OVER.  At the termination, of this Lease or of the
possessory rights of Tenant in the Premises pursuant to this Lease, by its
expiration or otherwise, Tenant shall immediately deliver possession of the
Premises to Landlord with all repairs and maintenance required herein to be
performed by Tenant completed.  In
addition the Premises shall be left broom-clean.  All trash, debris, and unaffixed or
unattached items that are permitted or required to be removed by Tenant from
the Premises shall be removed from the Premises. The Premises shall be left in
the same condition as it was in upon the completion of all Alterations and
Improvements, excepting only for reasonable wear and tear and for those items
which Landlord requires Tenant to remove from the Premises pursuant to the
terms of this Lease if, for any reason. 
Tenant retains possession of the Premises after the expiration or
termination of this Lease or of Tenant’s possessory rights in the Premises,
such possession shall be deemed to be a tenancy at will only, and all of the
other terms and provisions of this Lease shall be applicable 


 

















 


during
such period, except that Tenant shall pay Landlord from time to time, upon
demand, as rental for the period of such possession, as amount equal to two (2) times
the rent in effect on the date of such termination of this Lease, computed on a
daily bass for each day of such period. 
No holding over by Tenant either with or without consent of Landlord,
shall operate to extend this Lease except as otherwise expressly provided.  The preceding provisions of
this Paragraph 17 shall not be construed as consent for Tenant to retain
possession of the Premises in the absence of written consent thereto by
Landlord.


 


18.  QUIET ENJOYMENT. Landlord represents that it
has the authority to enter into this Lease and that so long as Tenant pays all
amounts due hereunder and performs all other covenants and agreements herein
set forth, Tenant shall peaceably and quietly have, hold and enjoy the Premises
for the term hereof without hindrance or molestation from Landlord, subject to
the terms and provisions of this Lease.


 


19.  EVENTS OF DEFAULT.  The following events (herein individually
referred to as an “Event of Default”) each shall be deemed to be a default in
or breach of Tenant’s obligations under this Lease:


 


A.  Tenant shall fail to pay any installment of
the rent herein reserved when due, or any other payment or reimbursement to
Landlord required herein when due, and such failure shall continue for a period
of five (5) days from the date such payment was due.


 


B.  Tenant shall (i) vacate or abandon all or
a substantial portion of the Premises or (ii) fail to continuously operate
its business at the Premises for the permitted use set forth herein, in either
event whether or not Tenant is in default of the rental payments due under this
Lease.


 


C.  Tenant shall fail to discharge any lien
placed upon the Premises in violation of Paragraph 22 hereof within twenty (20)
days after any such lien or encumbrance is filed against the Premises.


 


D.  Tenant shall default in the performance of
any of its obligations under any other lease or agreement by Tenant with
Landlord, or from any person or entity affiliated with or related to Landlord
including Landlord’s property manager, if any, and same shall remain uncured
after the lapsing of any applicable cure periods provided for under such other
lease or agreement.


 


E.  Tenant shall fail to comply with any term,
provision or covenant of this Lease (other than those listed above in this
paragraph) and shall not cure such failure within twenty (20) days after
written notice thereof from Landlord.


 


20.  REMEDIES. 
Upon, each occurrence of an Event of Default, Landlord shall have the
option to pursue any one or more of the following remedies without any notice
or demand:


 


(a) 
Terminate this Lease;


 


(b) 
Enter upon and take possession of the Premises without terminating this Lease;


 

















 


(c) 
Make such payments and/or take such action and pay and/or perform whatever
Tenant is obligated to pay or perform under the terms of this Lease, and Tenant
agrees that Landlord shall not be liable for any damages resulting to Tenant
from such action; and/or


 


(d) 
Alter all locks and other security devices at the Premises, with or without
terminating this Lease, and pursue, at Landlord’s option, one or more remedies
pursuant to this Lease, and Tenant hereby expressly agrees that Landlord shall
not be required to provide to Tenant the new key to the Premises, regardless of
hour, including Tenant’s regular business hours;


 


and
in any such event Tenant shall immediately vacate the Premises, and if Tenant
fails to do so, Landlord, without waiving any other remedy it may have, may
enter upon and take possession of the Premises and expel or remove Tenant and
any other person who may be occupying such Premises or any part thereof,
without being liable for prosecution or any claim of damages therefore.  The provisions of this Lease are intended to
supersede Section 93.002 of the Texas Property Code (and any successor
statute) and Tenant hereby expressly waives any and all rights and remedies
Tenant may have under Paragraph (g) of such Section 93.002.


 


A.  Damages Upon Termination.  If Landlord terminates this Lease, Tenant
shall be liable for and shall pay to Landlord the sum of all rental and other
payments owed to Landlord hereunder accrued to the date of such
termination.  Landlord and Tenant agree
that determining the actual amount of additional damages which Landlord will
incur will be extremely difficult to estimate because neither party can predict
the market conditions that will exist at the time of the termination.  In order to arrive at a reasonable forecast
of just compensation, Landlord and Tenant agree that, at Landlord’s option, and
if the termination occurred as a result of the occurrence of an Event of
Default under Paragraphs 19A, 19B, or 19E above, Tenant shall additionally pay
to Landlord immediately upon demand as liquidated damages, an amount equal to (i) the
present value of the total rental and other payments owed hereunder for the
remaining portion of the Lease term, calculated as if such term expired on the
date set forth in Paragraph 1, less (ii) the present value of the then
fair market rental for the Premises for such period.  Because of the difficulty of ascertaining
such value and In order to achieve a reasonable estimate of liquidated damages
hereunder, Landlord and Tenant stipulate and agree, for the purposes hereof,
that i) the present value discount rate shall be seven per cent (7%); and ii)
such fair market rental shall in no event exceed seventy-five percent (75%) of
the rental amount for such period set forth in Paragraph 2 above.  Unless Tenant has abandoned the Premises in
violation of this Lease, Tenant waives any claim or defense that the liquidated
damages provided for herein should be reduced or offset by the failure of
Landlord to mitigate, or exercise reasonable efforts to mitigate its damages,
whether pursuant to the provisions of Paragraph 20G below or otherwise.


 


B.  Damages Upon Repossession.  If Landlord repossesses the Premises without
terminating this Lease, Tenant, at Landlord’s option, shall be liable for and
shall pay Landlord on demand all rental and other payments owed to Landlord
hereunder, accrued to the date of such repossession, and shall additionally
timely pay as they accrue all amounts required to be paid by Tenant under the
Lease to Landlord until the date of expiration of the term as stated in
Paragraph 1, diminished by all amounts actually received by Landlord
through reletting the Premises during such remaining term (but only to the
extent of the rent herein reserved). 
Actions to collect amounts due by Tenant to Landlord under this
paragraph may be brought from time to time, on one or more occasions, without
the necessity of Landlord’s waiting until expiration of 


 

















 


the
Lease term.  Unless Tenant has abandoned
the Premises in violation of this Lease, tenant waives any claim or defense
that the damages provided for herein should be reduced or offset by the failure
of Landlord to mitigate, or exercise reasonable efforts to mitigate its
damages, whether pursuant to the provisions of Paragraph 20G below or
otherwise.


 


C.  Costs of Reletting, Removing, Repairs and
Enforcement.  Upon an Event of
Default, in addition to any sum provided to be paid under this Paragraph 20,
Tenant also shall be liable for and shall pay to Landlord (i) brokers’
fees and all other costs and expenses incurred by Landlord in connection with
reletting the whole or any part of the Premises; (ii) the costs of
removing, storing or disposing of Tenant’s or any other occupant’s property
including communications cable; (iii) the costs of repairing, altering,
remodeling or otherwise putting the Premises into condition acceptable to a new
tenant or tenants including costs of inspection, location, tagging and/or
removing communications cable whether or not installed by Tenant; (iv) any
and all costs and expenses incurred by Landlord in effecting compliance with
Tenant’s obligations under this Lease; and (v) all reasonable expenses
incurred by Landlord in enforcing or defending Landlord’s rights and/or
remedies hereunder, including without limitation all reasonable attorneys’ fees
and all court costs incurred in connection with such enforcement or defense.


 


D.  Late Charges.  In the event Tenant fails to make any payment
due hereunder within five (5) days after such payment is due, including
without limitation any rental or escrow payment in order to help defray the
additional cost to Landlord for processing such late payments and not as
interest, Tenant shall pay to Landlord on demand a late charge in an amount
equal to five percent (5%) of such payment. The provision for such late charge
shall be in addition to all of Landlord’s other rights and remedies hereunder
or at law, and shall not be construed as liquidated damages or as limiting Landlord’s
remedies in any manner.


 


E.  Interest on Past Due Amounts.  If Tenant fails to pay any sum which at any
time becomes due to Landlord under any provision of this Lease as and when the
same becomes due hereunder, and such failure continues for ten (10) days
after the due date for such payment, then Tenant shall pay to Landlord Interest
on such overdue amounts from the date due until paid at an annual rate which
equals the lesser of (i) eighteen percent (18%) or (ii) the highest
rate then permitted by law.


 


F.  No Implied Acceptances or Waivers.  Exercise by Landlord of any one or more
remedies hereunder granted or otherwise available shall not be deemed to be an
acceptance by Landlord of Tenant’s surrender of the Premises, it being
understood that such surrender can be effected only by the written signed
agreement of Landlord.  Tenant and
Landlord further agree that forbearance by Landlord to enforce any of its
rights under this Lease or at law or in equity shall not be a waiver of
Landlord’s right to enforce any one or more of its rights, including any right
previously forborne, in connection with any existing or subsequent
default.  No re-entry or taking
possession of the Premises by Landlord shall be construed as an election on its
part to terminate this Lease, unless a written notice of such intention is
given to Tenant, and, notwithstanding any such relating or re-entry or taking
possession of the Premises, Landlord may at any time thereafter elect to
terminate this Lease for a previous default. 
Pursuit of any remedies hereunder shall not preclude the pursuit of any
other remedy herein provided or any other remedies provided by law, nor shall
pursuit of any remedy herein provided constitute a 


 

















 


forfeiture
or waiver of any rent due to Landlord hereunder or of any damages occurring to
Landlord by reason of the violation of any of the terms, provisions and
covenants contained in this Lease. 
Landlord’s acceptance of any rent following an Event of Default
hereunder shall not be construed as Landlord’s waiver of such Event of
Default.  No waiver by Landlord of any
violation or breach of any of the terms, provisions and covenants of this Lease
shall be deemed or construed to constitute a waiver of any other violation or
default.


 


G.  Resetting of Premises.  In the event of any termination of this Lease
and/or repossession of the Premises for an Event of Default, Landlord shall use
reasonable efforts to relet the Premises and to collect rental after reletting,
with no obligation to accept any lessee that Landlord deems undesirable or to
expend any funds in connection with such reletting or collection of rents
therefrom.  Tenant shall not be entitled
to credit for of reimbursement of any proceeds of such reletting in excess of
the rental owed hereunder for the period of such reletting.  Landlord may re-let the whole or any portion
of the Premises, for any period, to any tenant and for any use or purpose.


 


H.  Landlord’s Default.  If Landlord fails to perform any of its
obligations hereunder within thirty (30) days after written notice from Tenant
specifying such failure, Tenant’s exclusive remedy shall be an action for
damages.  Unless and until Landlord fails
to  so cure any default after such
notice, Tenant shall not have any remedy or cause of action by reason
thereof.  All obligations of Landlord
hereunder will be construed as covenants, not conditions; and all such
obligations will be binding upon Landlord only during the period of its
possession of the premises and not thereafter. 
The term “Landlord” shall mean only the owner, for the time being, of
the Premises and, in the event of the transfer by such owner of its interest in
the Premises, such owner shall thereupon be released and discharged from all
covenants and obligations of the Landlord thereafter accruing, provided that
such covenants and obligations shall be binding during the Lease term upon each
new owner for the duration of such owner’s ownership.  Notwithstanding any other provision of this
Lease, Landlord shall not have any personal liability hereunder.  In the event of any breach or default by
Landlord in any term or provision of this Lease, Tenant agrees to look solely
to the equity or interest theft owned by Landlord in the Premises or the
Building; however, in no event shall any deficiency judgment or any money
judgment of any kind be sought or obtained against any Landlord.


 


I.  Tenant’s Personal Property.  If Landlord repossesses the Premises pursuant
to the authority herein granted, or if Tenant vacates or abandons all or any
part of the Premises, then, in addition to Landlord’s rights under Paragraph 27
hereof, Landlord shall have the right to (i) keep in place and use, or (ii) remove
and store, all of the furniture, fixtures equipment, and other property
(collectively “Stored Property”) at the Premises, including that which is owned
by or leased to Tenant, at all times prior to any foreclosure or other
disposition thereon by Landlord or repossession thereof by any lessor thereof
or third party having a lien thereon.  In
addition to the Landlord’s other rights hereunder, Landlord may dispose of the
Stored Property if Tenant does not claim the property within ten (10) days
after the date Landlord gives notice that it has taken possession of the Stored
Property pursuant to this Paragraph..  Landlord
shall give Tenant at least ten (10) days prior written notice of such
intended disposition.  Landlord shall
also have the right to relinquish possession of all or any portion of such
furniture, fixtures, equipment and other property to any person (“Claimant”)
who presents to Landlord a copy of any instrument represented by Claimant to
have been executed by Tenant (or any predecessor of Tenant) 


 

















 


granting
Claimant the right under various circumstances to take possession of such
furniture, fixtures, equipment or other property, without the necessity on the
part of Landlord to inquire into the authenticity or legality of said
instrument. The rights of Landlord herein stated shall be in addition to any
and all other rights that Landlord has or may hereafter have at law or in
equity, and Tenant stipulates and agrees that the rights granted Landlord under
this paragraph are commercially reasonable. 
This Paragraph expressly supersedes subparagraph (e) of Section 93.002
of the Texas Property Code.


 


J.  Dispute Resolution.


 


i)                   Upon written
request of either Landlord or Tenant, any controversy or claim between or among
the parties hereto including but not limited to those arising out of or
relating to the Lease, any Guaranty, or any related agreements or instruments
executed in connection with the Lease (the “Lease Documents”), including
any claim based on or arising from an alleged tort, shall be determined by
binding arbitration, in accordance with the Federal Arbitration Act, the
Commercial Arbitration Rules of the American Arbitration Association, and
the “Special Rules” set forth below unless both Landlord and Tenant in their
respective sole discretion, agree in writing to mediate the dispute prior to
submitting to binding arbitration.  In
the event of any inconsistency, the Special Rules shall control.  Judgment upon any arbitration award may be
entered in any court having jurisdiction. 
Any party to this Agreement may bring an action, including a summary or
expedited proceeding, to compel arbitration of any controversy or claim to
which this agreement applies in any court having jurisdiction over such
action.  The party that requests
arbitration has the burden to initiate the arbitration proceedings pursuant to
and by complying with the Commercial Arbitration Rules of the American
Arbitration Association and shall pay all associated administrative and filing
fees.


 


ii)                          Special
Rules.  The arbitration shall be
conducted in the City of Austin, Travis County, Texas and administered by the
American Arbitration Association.  All
arbitration hearings will be commenced within one hundred twenty (120) days of
the written request for arbitration. 
Nothing in this Agreement shall be deemed to (i) limit the
applicability of any otherwise applicable statutes of limitation or repose and
any waivers contained in this Lease; or (ii) limit the right of Landlord
hereto (A) to exercise self help remedies such as (but not limited to)
lockout, eviction, or repossession or (B) to foreclose against any
collateral in accordance with applicable law, or (C) to obtain from a
court provisional or ancillary remedies such as (but not limited to) injunctive
relief.  Landlord may exercise such self
help remedies, foreclose upon such property, or obtain such provisional or ancillary
remedies before, during or after the pendency of any arbitration proceeding
brought pursuant to this Lease or any other Lease Document.  Neither this exercise of self help remedies
nor the institution or maintenance of an action for foreclosure or provisional
or ancillary remedies shall constitute a waiver of the right of any party,
including the claimant in any such action, to arbitrate the merits of the
controversy or claim occasioning resort to such remedies.


 


21.  MORTGAGES. 
Tenant accepts this Lease subject and subordinate to any mortgages
and/or deeds of trust now or at any time hereafter constituting a lien or
charge upon the Premises or the improvements situated thereon or the Building,
provided, however, that if the mortgagee, trustee or holder of any such
mortgage or deed of trust elects to have Tenant’s interest in this Lease
superior to any such instrument, then by notice to Tenant from such mortgagee,
trustee or holder, this Lease shall be deemed superior to such lien, whether
this Lease was executed before or after 


 

















 


said
mortgage or deed of trust Tenant, at any time hereafter on demand, shall
execute any instruments, releases or other documents that may be required by
any mortgagee, trustee or holder for the purpose of subjecting and
subordinating this Lease to the lien of any such mortgage.  Tenant shall not terminate this Lease or
pursue any other remedy available to Tenant hereunder for any default on the
part of Landlord without first giving written notice by certified or registered
mail, return receipt requested, to any mortgagee, trustee or holder of any such
mortgage or deed of trust, the name and post office address of which Tenant has
received written notice, specifying the default in reasonable detail and
affording such mortgagee, trustee or holder a reasonable opportunity (but in no
event less than thirty (30) days) to make performance, at its election, for and
on behalf of Landlord.


 


22.  MECHANICS LIENS.  Tenant has no authority, express or implied,
to create or place or permit any lien or encumbrance of any kind or nature
whatsoever upon, or in any manner to bind, the interest of Landlord or Tenant
in the Premises.  Tenant acknowledges and
agrees that in connection with all Alterations to the Premises, i) Tenant does
not act as Landlord’s agent; ii) the Alterations are done solely for the
benefit of Tenant; and iii) the Alterations do not “enrich” Landlord because
they are specific to the needs of Tenant and therefore have little or no
intrinsic value to Landlord.  Tenant will
indemnify, defend, save and hold Landlord harmless from any and all loss, cost
or expense, including without limitation attorneys’ fees, based on or arising
out of asserted claims or liens against the leasehold estate or against the
right, title and interest of the Landlord in the Premises or under the terms of
this Lease.


 


23.  MISCELLANEOUS.


 


A.  Interpretation.  The captions inserted in this Lease are for
convenience only and in no way define, limit or otherwise describe the scope or
intent of this Lease, or any provision hereof, or in any way affect the
interpretation of this Lease.  Any
reference in this Lease to rentable area shall mean the gross rentable area as
determined by the roofline of the building in question.


 


B.  Binding Effect.  Except as otherwise herein expressly
provided, the terms, provisions and covenants and conditions in this Lease
shall apply to, inure to the benefit of and be binding upon the parties hereto
and upon their respective heirs, executors, personal representatives, legal
representatives, successors and assigns. 
Landlord shall have the right to transfer and assign, in whole or in
part, its rights and obligations in the Premises and in the Building and other
property that are the subject of this Lease.


 


C.  Evidence of Authority.  Tenant agrees to furnish to Landlord,
promptly upon demand, a corporate resolution, proof of due authorization by
partners or other appropriate documentation evidencing the due authorization of
such party to enter into this Lease.


 


D.  Force Majeure.  Landlord shall not be held responsible for
delays in the performance of its obligations hereunder when caused by material
shortages, acts of God, labor disputes or other events beyond the control of
Landlord.


 


E.  Payments Constitute Rent.  Notwithstanding anything in this Lease to the
contrary, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated as rent, shall constitute rent.


 














 


F.  Estoppel Certificates.  Tenant agrees, from time to time, within ten (10) days
after request of Landlord, to deliver to Landlord, or Landlord’s designee, an
estoppel certificate stating that this Lease is in full force and effect, the
date to which rent has been paid, the unexpired term of this Lease, any
defaults existing under this Lease (or the absence thereof) and such other
factual or legal matters pertaining to this Lease as may be requested by
Landlord.  It is understood and agreed
that Tenant’s obligation to furnish such estoppel certificates in a timely
fashion is a material inducement for Landlord’s execution of this Lease.


 


G.  Entire Agreement.  This Lease constitutes the entire
understanding and agreement of Landlord and Tenant with respect to the subject
matter of this Lease, and contains all of the covenants and agreements of
Landlord and Tenant with respect thereto. 
Landlord and Tenant each acknowledge that no representations,
inducements, promises or agreements, oral or written, have been made by
Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are
not contained herein, and any prior agreements promises, negotiations or
representations (collectively “Representations”) not expressly set forth in
this Lease are of no force or effect. 
Tenant therefore acknowledges that it has not and may not rely on any
such Representations which alter or vary from the written terms of this
Lease.  EXCEPT AS SPECIFICALLY PROVIDED
IN THIS LEASE, TENANT HEREBY WAIVES THE BENEFIT OF ALL WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE PREMISES, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTY THAT THE PREMISES ARE SUITABLE FOR ANY PARTICULAR PURPOSE. Landlord’s
agents and employees (including any broker) do not and will not have authority
to make exceptions, changes or amendments to this Lease, or factual
representations not expressly contained in this Lease.  Under no circumstances shall Landlord or
Tenant be considered an agent of the other. 
This Lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto.


 


H.  Survival of Obligations.  All obligations of Tenant hereunder not fully
performed as of the expiration or earlier termination of the term of this Lease
shall survive the expiration or earlier termination of the term hereof,
including without limitation all payment obligations with
respect to taxes and insurance and all obligations concerning the condition and
repair of the Premises.  Upon the
expiration or earlier termination of the term hereof, and prior to Tenant
vacating the Premises, Tenant shall pay to Landlord any amount reasonably
estimated by Landlord as necessary to put the Premises in good condition and
repair, reasonable wear and tear excluded, including without limitation the
cost of repairs to and replacements of all heating and air conditioning systems
and equipment therein.  Tenant shall
also, prior to vacating the Premises, pay to Landlord the amount, as estimated
by Landlord, of Tenant’s obligation hereunder for real estate taxes and
insurance premiums for the year in which the Lease expires or terminates.  All such amounts shall be used and held by
Landlord for payment of such obligations of Tenant hereunder, with Tenant being
liable for any additional costs therefore upon demand by Landlord, or with any
excess to be returned to Tenant after all such obligations have been determined
and satisfied, as the case may be.  Any
Security Deposit held by Landlord may, at Landlord’s option, be credited
against any amounts due from Tenant under this Paragraph 23H.


 


I.  Severability of Terms.  If any clause or provision of this Lease is
illegal, invalid or unenforceable under present or future laws effective during
the term of this Lease, then, in such 


 

















 


event,
it is the intention of the parties hereto that the remainder of this Lease
shall not be affected thereby, and it is also the intention of the parties to
this Lease that in lieu of each clause or provision of this Lease that is
illegal, invalid or unenforceable, there be added, as a part of this Lease, a
clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible and be legal, valid and
enforceable.


 


J.  Effective Date.  All references in this Lease to “the date
hereof” or similar references shall be deemed to refer to the last date, in
point of time, on which all parties hereto have executed this Lease.


 


K.  Brokers’ Commission.  Tenant represents and warrants that it has
dealt with and will deal with no broker, agent or other person in connection
with this transaction or future related transactions and that no broker, agent
or other person brought about this transaction, and Tenant agrees to indemnify
and hold Landlord harmless from and against any claims by any 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.


 


L.  Ambiguity.  Landlord and Tenant hereby agree and
acknowledge that this Lease has been fully reviewed and negotiated by both
Landlord and Tenant, and that Landlord and Tenant have each had the opportunity
to have this Lease reviewed by their respective legal counsel, and,
accordingly, in the event of any ambiguity herein, Tenant does hereby waive the
role of construction that such ambiguity shall be resolved against the party
who prepared this Lease.


 


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


 


N.  Third Party Rights.  Nothing herein expressed or implied is
intended, or shall be construed, to confer upon or give to any person or
entity, other than the parties hereto, any right or remedy under or by reason
of this Lease.


 


O.  Exhibits and Attachments.  All exhibits, attachments, riders and addenda
referred to in this Lease, and the exhibits listed herein below and attached
hereto, are incorporated into this Lease and made a part hereof for all intents
and purposes as if fully set out herein. 
All capitalized terms used in such documents shall, unless otherwise
defined therein, have the same meanings as are set forth herein.


 


P.  Applicable Law.  This Lease has been executed in the State of
Texas and shall be governed in all respects by the laws of the State of
Texas.  It is the intent of Landlord and
Tenant to conform strictly to all applicable Sate and federal usury laws.  All agreements between Landlord and Tenant,
whether now existing or hereafter arising and whether written or oral, are
hereby expressly limited so that in no contingency or event whatsoever shall
the amount contracted for, charged or received by Landlord for the use,
forbearance or retention of money 


 

















 


hereunder
or otherwise exceed the maximum amount which Landlord is legally entitled to
contract for, charge or collect under the applicable state or federal law.  If, from any circumstance whatsoever,
fulfillment of any provision hereof at the time performance of such provision
shall be due shall involve transcending the limit of validity prescribed by law,
then the obligation to be fulfilled shall be automatically reduced to the limit
of such validity, and if from any such circumstance Landlord shall ever receive
as interest or otherwise an amount in excess of the maximum that can be legally
collected, then such amount which would be excessive interest shall be applied
to the reduction of rent hereunder, and if such amount which would be excessive
interest exceeds such rent, then such additional amount shall be refunded to
Tenant.


 


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


 


(i) 
All rent and other payments required to be made by Tenant to Landlord hereunder
shall be payable to Landlord at the address for Landlord set forth below or at
such other address as Landlord may specify from time to time by written notice
delivered in accordance herewith.  Tenant’s
obligation to pay rent and any other amounts to Landlord under the terms of
this Lease shall not be deemed satisfied until such rent and other amounts have
been actually received by Landlord.


 


(ii) 
All payments required to be made by Landlord to Tenant hereunder shall be
payable to tenant at the address set forth below, or at such other address
within the continental United States as Tenant may specify from time to time by
written notice delivered in accordance herewith.


 


(iii) 
Except as expressly provided herein, any written notice, document or payment required
or permitted to be delivered hereunder shall be deemed to be delivered when
received or, for notices or documents whether actually received or not, when
a)deposited in the United States Mail, postage  prepaid, Certified or Registered
Mail, addressed to the parties hereto at the respective address set out below,
or at such other address as they have theretofore specified by written notice
delivered in accordance herewith; or b) when  transmitted by facsimile machine
to the number indicted below, so long as a receipt has confirmed successful
transmission; or c)  when transmitted by email so long
as a receipt confirms receipt a the email address, or to the individual
designated for receipt below.


 


	
  Tangoe, Inc.

  	
  Live
  Oak-Gottesman

  
	
  9801
  Metric Blvd., Suite 100

  	
  300
  West Sixth Street, Suite 1900

  
	
  Austin,
  Texas 78758

  	
  Austin,
  Texas 78701

  
	
  FACSIMILE
  (203) 859-9322

  	
  FACSIMILE:
  512-472-5066

  
	
  ATTENTION:
  jennifer Davey

  	
  ATTENTION:
  Doug Thomas/Carolyn Griffin

  
	
  EMAIL:
  Jennifer.davey@tangoe.com

  	
  EMAIL:DOUG@LIVEOAK.COM/Carolyn@liveoak.com

  
	
  TELEPHONE:(512)
  344-0147

  	
  TELEPHONE:512-472-5000

  



 


25.  ADDITIONAL PROVISIONS. See EXHIBIT “C”
attached hereto and incorporated herein by reference.


 

















 


27.  LANDLORD’S LIEN.  LANDLORD SHALL HAVE AND TENANT HEREBY GRANTS
TO LANDLORD A CONTINUING SECURITY INTEREST FOR ALL RENT AND OTHER SUMS OF MONEY
DUE OR TO BECOME DUE HEREUNDER FROM TENANT, UPON ALL GOODS, WARES, EQUIPMENT,
FIXTURES, FURNITURE, INVENTORY, ACCOUNTS, DOCUMENTS, GENERAL INTANGIBLES,
CHATTEL PAPER, DEPOSIT ACCOUNTS, DOCUMENTS, INSTRUMENTS, INVESTMENT PROPERTY
AND OTHER PERSONAL PROPERTY OF TENANT NOW OWNED OR HEREAFTER ACQUIRED
(COLLECTIVELY “COLLATERAL”) AND SITUATED (OR DOCUMENTS EVIDENCING SUCH
COLLATERAL KEPT) ON, AT, OR WITHIN THE PREMISES WHICH IS LOCATED AT 9801 Metric
Boulevard, Suite 100, Austin, Texas. SUCH COLLATERAL (OTHER THAN INVENTORY
SOLD IN THE ORDINARY COURSE OF BUSINESS PRIOR TO THE OCCURRENCE OF AN EVENT OF
DEFAULT) SHALL NOT BE REMOVED THEREFROM WITHOUT THE WRITTEN CONSENT OF
LANDLORD.  CASH, NON-CASH PROCEEDS, AND
PRODUCTS OF COLLATERAL ARE ALSO COVERED. IN THE EVENT OF A DEFAULT UNDER THIS
LEASE, LANDLORD SHALL HAVE IN ADDITION TO ANY OTHER REMEDIES PROVIDED HEREIN OR
BY LAW, ALL RIGHTS AND REMEDIES UNDER THE UNIFORM COMMERCIAL CODE,
INCLUDING WITHOUT LIMITATION THE RIGHT TO SELL THE PROPERTY DESCRIBED IN THIS
PARAGRAPH AT PUBLIC OR PRIVATE SALE UPON AT LEAST TEN (10) DAYS NOTICE TO
TENANT. TENANT HEREBY AGREES TO EXECUTE AND AUTHORIZES LANDLORD TO EXECUTE ON
ITS BEHALF SUCH OTHER INSTRUMENTS NECESSARY OR DESIRABLE IN LANDLORD’S
DISCRETION TO PERFECT THE SECURITY INTEREST HEREBY CREATED.  ANY STATUTORY LIEN FOR RENT IS NOT HEREBY
WAIVED, THE EXPRESS CONTRACTUAL LIEN HEREIN GRANTED BEING IN ADDITION AND
SUPPLEMENTARY THERETO.  LANDLORD AND
TENANT AGREE THAT THIS LEASE AND SECURITY AGREEMENT MAY SERVE AS A
FINANCING STATEMENT AND THAT A COPY OR PHOTOGRAPHIC OR OTHER REPRODUCTION OF
THIS PORTION OF THIS LEASE MAY BE FILED OF RECORD BY LANDLORD AND HAVE THE
SAME FORCE AND EFFECT AS THE ORIGINAL. LANDLORD IS FURTHER AUTHORIZED TO
PERFECT ITS SECURITY INTEREST IN ACCORDANCE WITH THEN APPLICABLE LAW.  THIS SECURITY AGREEMENT AND FINANCING
STATEMENT ALSO COVERS FIXTURES LOCATED AT THE PREMISES, AND MAY BE FILED
FOR RECORD IN THE REAL ESTATE RECORDS FOR THE COUNTY IN WHICH THE PREMISES ARE
LOCATED. TENANT WARRANTS THAT THE COLLATERAL SUBJECT TO THE SECURITY INTEREST
GRANTED HEREIN IS NOT PURCHASES OR USED BY TENANT FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES. TENANTS STATE OF ORGANIZATION IS Connecticut.  TENANT’S CHIEF EXECUTIVE OFFICES ARE LOCATED
IN Connecticut.


 


LANDLORD
AND TENANT ADDITIONALLY AGREE THAT THIS SECURITY INTEREST EXCLUDES INCIDENTAL
TANGIBLE PERSONAL PROPERTY (AS DETERMINED BY THE LANDLORD IN ITS REASONABLE
JUDGMENT TO HAVE NEGLIGIBLE NET MARKET VALUE IN THE EVENT OF DISPOSITION BY
SALE) 


 

















 


LEFTR
OR ABANDONED UPON THE PREMISES FOLLOWING THE VACATING OR ABANDONMENT OF THE
PREMISES BY TENANT.


 


28.  MULTIPLE COUNTERPARTS.  This Lease may be signed in counterparts.  To expedite and facilitate the signing of this
Lease by the parties, any party may sign its respective signature and forward
that page electronically or by telecopy transmission to the other
parties.  The copy of any party’s
signature transmitted by e-mail or telecopy shall be deemed to be an adequate
substitute for the original page containing the signature.


 


EXECUTED
BY LANDLORD, this 12th day of December, 2008.


 


	
   

  	
  LANDLORD:

  
	
   

  	
  Met 10A-98, Ltd., a Texas limited partnership

  
	
   

  	
  By:

  	
  Met
  10W-97, Ltd., a Texas limited partnership, its General Partner

  
	
   

  	
  By:

  	
  ORI, Inc.,
  a Texas Corporation, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Ron Green

  
	
   

  	
  By:
  Ron Green

  
	
   

  	
  Title:
  CFO

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  BY TENANT, this 12th day of January, 2009.

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  Tangoe, Inc.

  
	
   

  	
  /s/
  Gary R. Martino

  
	
   

  	
  By:
  Gary R. Martino

  
	
   

  	
  Title:
  CFO

  
	
   

  	
  Address:

  	
  35
  Executive Blvd.

  
	
   

  	
   

  	
  Orange,
  CT 06477

  
	
   

  	
  Phone:

  	
  (203)
  231-3524

  
	
  EXHIBIT
  “A”

  	
  Description
  of Premises

  	
   

  
	
  EXHIBIT
  “C”

  	
  Additional
  Provisions

  	
   

  
					



 

















 


EXHIBIT “A”


 


	
  BUILDING:

  	
  Metric
  Center, Building 10

  
	
   

  	
   

  
	
  LEGALDESCRIPTION:

  	
  Lot
  1, Block C less .812 ac, Metric Center East Subdivision

  
	
   

  	
   

  
	
  ADDRESS:

  	
  9801
  Metric Boulevard 

  Suite 100

  Austin,
  Texas 87858

  



 





 


Leased Premises, Suite 100,
21,600 SF


 

















 


EXHBIT “B”


 


PLANS


 


Page intentionally
left blank.


 

















 


EXHIBIT “C”


 


ADDITIONAL PROVISIONS


 


FREE
RENT


 


Tenant
shall have the right to occupy the premises commonly known as Metric 10W Suite 100,
rent free from April 1, 2009 to June 30, 2009.  However, all other terms, conditions and
covenants of the Lease shall remain in fill! force and effect during the
occupancy period except that no rental shall be due.


 


It
is agreed and understood that should Tenant default during the primary term of
this Lease Agreement, Tenant shall be responsible for repaying to Landlord a)
all free rent stated in the above paragraph, and b) all other obligations
required by the terms, covenants and conditions of this Lease Agreement.


 


During
the term of free rent, Tenant shall be responsible for paying all Tenant Costs
operating expenses unless otherwise noted in the Lease Agreement.


 


TENANT
FINISH ALLOWANCE


 


Landlord
shall provide Tenant with a Tenant Finish Allowance of Ninety-nine Thousand,
Three Hundred, Sixty and no/100 Dollars ($99,360.00) towards Tenant’s costs
related to construction of the improvements (including, without limitation,
space planning costs, architectural and engineering fees, general contractor
fees, wiring/cabling expenses, moving expenses and other similar fees and
expenses).  Tenant shall bear the entire
cost of any interior improvements to be installed by Landlord in the premises
in excess of the finish-out allowance of Ninety-nine Thousand, Three Hundred
Sixty and no/100 Dollars ($99,360.00)  and
shall pay for such excess over the Allowance as hereinafter provided.  In the event Landlord is to construct fee
interior improvements and the estimated cost for same exceeds the Allowance,
Tenant shall pay to Landlord (assuming Landlord’s approval of the working
drawings referred to herein) prior to commencement of such construction, an
advance payment equal to one-half (1/2) of the amount of such excess over the
Allowance as reasonably estimated by Landlord. 
Notwithstanding any provision contained herein to the contrary, it is
understood and agreed that Landlord shall have no obligation to commence
installation of any interior improvements until (a) Tenant shall have
furnished to Landlord and Landlord shall have approved the final working
drawings as required by the provision hereof, (b) Landlord shall have
received Tenant’s advance payment (described above) for the amount of the cost
of improvements in excess of the Allowance and (e) Landlord and Tenant
shall have approved the total cost of any change order.  Upon Substantial Completion of the
installation of the interior improvements and prior to occupancy by Tenant,
Tenant shall pay Landlord the remainder of the actual amount of the excess cost
incurred over the Allowance.  In no event
shall credit be given to Tenant for any Allowance not utilized.


 














 


FIRST AMENDMENT TO THE LEASE AGREEMENT BETWEEN 


MET 10A-98, LTD., A TEXAS LIMITED PARTNERSHIP, AS
LANDLORD, AND


TANGOE, INC., AS TENANT


 


To
be attached to and form a part of Lease made the 12th day of
January, 2009 (which together with any amendments, modifications and extensions
thereof, is hereinafter called the Lease), between Landlord and Tenant,
covering a total of 21,600 square feet and located at 9801 Metric Blvd., Suite 100,
Austin, Texas, known as Metric 10W.


 


1.             Witnesseth that Paragraph 2A
of the Lease is hereby amended to delete the below statement:


 


2.             BASE RENT, SECURITY DEPOSIT
AND ESCROW DEPOSITS.


 


A.            Base Rent.  Tenant agrees to pay Landlord rent for the
Premises, in advance, without demand, deduction or set off, at the rate of


 


	
  Months

  	
   

  	
  Base Rental Rate PSF/Mo.

  	
   

  	
  Total Base 

  Monthly Rent

  	
   

  
	
  01-03

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  04-24

  	
   

  	
  $

  	
  0.61

  	
   

  	
  $

  	
  14,040.00

  	
   

  
	
  25-36

  	
   

  	
  $

  	
  0.66

  	
   

  	
  $

  	
  15,120.00

  	
   

  
	
  37-48

  	
   

  	
  $

  	
  0.71

  	
   

  	
  $

  	
  16,200.00

  	
   

  
	
  49-63

  	
   

  	
  $

  	
  0.76

  	
   

  	
  $

  	
  17,280.00

  	
   

  



 


per month during the term
hereof. One such monthly installment, plus the other monthly charges set forth
in Paragraph 2C below, shall be due and payable on the date hereof, and a like
monthly installment shall be due and payable on or before the first day of each
calendar month succeeding the Commencement Date, except that all payments due
hereunder for any fractional calendar month shall be prorated.


 


And be replaced with:


 


2.             BASE RENT, SECURITY DEPOSIT
AND ESCROW DEPOSITS.


 


A.            Base Rent.  Tenant agrees to pay Landlord rent for the
Premises, in advance, without demand, deduction or set off, at the rate of


 

















 


	
  Months

  	
   

  	
  Base Rental Rate PSF/Mo.

  	
   

  	
  Total Base 

  Monthly Rent

  	
   

  
	
  01-03

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  04-24

  	
   

  	
  $

  	
  0.61

  	
   

  	
  $

  	
  13,176.00

  	
   

  
	
  25-36

  	
   

  	
  $

  	
  0.66

  	
   

  	
  $

  	
  14,256.00

  	
   

  
	
  37-48

  	
   

  	
  $

  	
  0.71

  	
   

  	
  $

  	
  15,336.00

  	
   

  
	
  49-63

  	
   

  	
  $

  	
  0.76

  	
   

  	
  $

  	
  16,416.00

  	
   

  



 


per month during the term
hereof.  One such monthly installment,
plus the other monthly charges set forth in Paragraph 2C below, shall be due
and payable on the date hereof, and a like monthly installment shall be due and
payable on or before the first day of each calendar month succeeding the
Commencement Date, except that all payments due hereunder for any fractional
calendar month shall be prorated.


 


2.             To expedite and facilitate
the signing of this Lease by the parties, any Party may sign its respective
signature and forward that page electronically or by telecopy transmission
to the other parties.  The copy of any
party’s signature transmitted by e-mail or telecopy shall be deemed to be an
adequate substitute for the original page containing the signature.


 

















 


Except as herein and hereby
modified and amended the Agreement of Lease shall remain in full force and
effect and ail the terms, provisions, covenants and conditions thereof are
hereby ratified and confirmed.


 


DATED AS OF THE
                
DAY OF March, 2009.


 


	
   

  	
  LANDLORD:
  

  Met
  10A-98, Ltd., a Texas limited partnership

  
	
   

  	
  By:

  	
  Met
  10W-97, Ltd., a Texas limited partnership, its General Partner

  
	
   

  	
  By:

  	
  ORI, Inc.,
  a Texas Corporation, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ron Greene

  
	
   

  	
  Name:

  	
  Ron
  Greene

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT
  

  Tangoe, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary R. Martino

  
	
   

  	
  Name:

  	
  Gary
  R. Martino

  
	
   

  	
  Title:

  	
  CFO