exv10w46






EXHIBIT
10.46




LEASE AGREEMENT




BETWEEN



SAVOY IBP 8, LTD.



AND



REALPAGE, INC.



 









 







TABLE OF CONTENTS




Basic Lease Information




	 	 	 	 	 
	 	 	Page
	Lease Date
	 	 	iv	 
	Tenant
	 	 	iv	 
	Tenant’s Address
	 	 	iv	 
	Tenant’s Contact
	 	 	iv	 
	Landlord
	 	 	iv	 
	Landlord’s Address
	 	 	iv	 
	Landlord’s Contact
	 	 	iv	 
	Premises
	 	 	iv	 
	Term
	 	 	iv	 
	Basic Rental
	 	 	iv	 
	Security Deposit
	 	 	iv	 
	Rent
	 	 	iv	 
	Permitted Use
	 	 	iv	 
	Tenant’s Proportionate Share
	 	 	v	 
	Tenant Allowance
	 	 	v	 
	Comparable Buildings
	 	 	v	 
	 
	 	 	 	 
	Lease Agreement
	 	 	 	 
	 	 	 	 	 
	Definitions and Basic Provisions
	 	 	1	 
	Lease Grant
	 	 	1	 
	Term
	 	 	1	 
	Rent
	 	 	1	 
	Security Deposit
	 	 	3	 
	Landlord’s Obligations
	 	 	4	 
	Improvements; Alterations; Repairs; Maintenance
	 	 	8	 
	Use
	 	 	10	 
	Assignment and Subletting
	 	 	10	 
	Insurance; Waivers; Subrogation; Indemnity
	 	 	13	 
	Subordination; Attornment; Notice to Landlord’s Mortgagee
	 	 	14	 
	Rules and Regulations
	 	 	15	 
	Condemnation
	 	 	15	 
	Fire or Other Casualty
	 	 	16	 
	Events of Default
	 	 	17	 
	Remedies
	 	 	18	 
	Payment; Non-Waiver
	 	 	20	 
	Landlord’s Lien
	 	 	20	 
	Surrender of Premises
	 	 	21	 
	Holding Over
	 	 	22	 
	Certain Rights Reserved by Landlord
	 	 	22	 
	Substitution Space
	 	 	23	 
	Miscellaneous
	 	 	23	 






 









 







	 	 	 
	Exhibits
	 	 
	 
	 	 
	Exhibit A

	 	Outline of the Premises
	Exhibit A-1

	 	Legal Description of the Land
	Exhibit B

	 	Building Rules and Regulations
	Exhibit C

	 	Operating Expenses
	Exhibit D

	 	Tenant Finish Work: Allowance
	Exhibit D-1

	 	Shell Construction
	Exhibit D-2

	 	Space Plan
	Exhibit E

	 	Renewal Option
	Exhibit F

	 	Parking
	Exhibit G

	 	Janitorial Specifications
	Exhibit H

	 	Signage Criteria
	Exhibit I

	 	Furniture
	Exhibit J

	 	Conduit
	Exhibit J-1

	 	Conduit Diagram






List of Defined Terms




	 	 	 
	 	 	Page
	ADA
	 	8
	Affiliate
	 	13
	Annual Electrical Cost Statement
	 	1
	Annual Operating Statement
	 	Exh. C
	Basic Cost
	 	Exh. C
	Basic Lease Information
	 	1
	BOMA
	 	iii
	Building
	 	iv
	Building Systems
	 	5
	Casualty
	 	16
	Collateral
	 	21
	Commencement Date
	 	iv, 1
	Comparable Buildings
	 	i
	Construction Hard Costs
	 	Exh. D
	Tenant Allowance
	 	v, Exh. D
	Controllable Expenses
	 	Exh. C
	Damage Notice
	 	16
	Electrical Costs
	 	2
	Event of Default
	 	17
	Excess
	 	Exh. C
	Expense Stop
	 	Exh. C
	Hard Construction Costs
	 	Exh. D
	Initial Liability Insurance Amount
	 	13
	Land
	 	iv
	Landlord
	 	iv, 1
	Landlord’s Mortgagee
	 	14






 









 







	 	 	 
	 	 	Page
	Lease
	 	v, 1
	Loss
	 	7
	Mortgage
	 	14
	Parking Area
	 	Exh. F
	Permitted Transfer
	 	12
	Premises
	 	iv
	Primary Lease
	 	14
	Project
	 	iv
	Rentable Square Feet
	 	iv
	Rentable Square Foot
	 	iv
	Security Deposit
	 	iv 2
	Shell Construction
	 	Exh. D
	Substantial Completion
	 	Exh. D
	Substantially Completed
	 	Exh. D
	Substitution Effective Date
	 	 
	Substitution Notice
	 	 
	Substitution Space
	 	 
	Taking
	 	15
	Taxes
	 	Exh. C
	Tenant
	 	iii, 1
	Total Construction Costs
	 	Exh. D
	Total Rentable Square Feet
	 	iii
	Total Rentable Square Foot
	 	iii
	Transfer
	 	11
	UCC
	 	21
	Variable Basic Cost
	 	Exh. C
	Work
	 	Exh. D
	Working Drawings
	 	Exh. D






 









 






BASIC LEASE INFORMATION




	 	 	 
	Lease Date:

	 	August 28, 2006
	 
	 	 
	Tenant:

	 	RealPage, Inc., a Delaware corporation
	 
	 	 
	Tenant’s Address

	 	4000 International Parkway, Suite 1000
Carrollton, Texas 75007
	 
	 	 
	Contact:

	 	Timothy J. Barker Telephone: 972.820.3919
	 
	 	 
	Landlord:

	 	Savoy IBP 8, Ltd., a Texas limited partnership
	 
	 	 
	Landlord’s Address:

	 	4100 International Parkway
	 

	 	Suite 1100
	 

	 	Carrollton, Texas 75007
	 
	 	 
	Contact:

	 	Mack Dennis Telephone: (972) 820 2215
	 
	 	 
	Premises:

	 	Suite No. 1000, in the office building (the “Building”) located or to
be located on the land described as International Business Park,
Carrollton, Denton County, Texas, and whose street address is 4120
International Parkway, Carrollton, Texas 75007, as particularly
described in Exhibit A-1 (the “Land”). The Building and Land
together comprise the “Project”. The Premises are outlined on the
plan attached to the Lease as Exhibit A and shall contain 29,211
square feet of rentable area (“Total Rentable Square Feet of the
Premises” or singularly “Total Premises Rentable Square Foot”). The
Building contains 99,804 of total square feet of rentable area
(“Total Rentable Square Feet of the Building” or singularly “Total
Building Rentable Square Foot”).
	 
	 	 
	Term:

	 	Commencing September 1, 2006 (the “Commencement Date”), and ending at
5:00 p.m. August 31, 2016, subject to earlier termination and
extension as provided in the Lease.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Annual Rate per	 	 
	 	 	 	 	 	 	Rentable Square	 	Basic Monthly
	Basic Rental:	 	Period	 	Foot	 	Rental
	 
	 	September 1, 2006-	 	$	20.00	 	 	$	48,685.00	 
	 
	 	August 31, 2016	 	 	 	 	 	 	 	 






	 	 	 
	Security Deposit:

	 	$48,685.00 due upon execution of the Lease as referenced in Section 5
of the Lease.






 









 








	 	 	 
	Rent:

	 	Basic Rental, Tenant’s share of Electrical Costs, Excess (if any),
and all other sums that Tenant may owe to Landlord under the Lease.
	 
	 	 
	Permitted Use:

	 	General office use, as more fully defined herein.
	 
	 	 
	Tenant’s
Proportionate Share:

	 	29.268% (which is the percentage obtained by dividing the Total
Rentable Square Feet of the Premises by the Total Rentable Square
Feet of the Building).
	 
	 	 
	Tenant Allowance:

	 	$10.00 per Rentable Square Foot within the Premises.
	 
	 	 
	Comparable Buildings:

	 	As used herein or in the Lease, the
term “Comparable Buildings” shall
mean those low-rise garden style, multi-tenant, commercial office
buildings completed on or after January 1, 1997, which are comparable
to the Building in size, design, quality, use, and tenant mix, and
which are located in the same market area (i.e., Plano area North of
Frankford, East of I-35E, West of Preston Road and South of State
Hwy. 121).






     The foregoing Basic Lease Information is incorporated into and made a part of the related
lease (the “Lease”). If any conflict exists between any Basic Lease Information and the
Lease, then the Lease shall control.



(END OF PAGE: SIGNATURE PAGES FOLLOW)




 









 





{SIGNATURE PAGE TO LEASE AGREEMENT — 4120 INTERNATIONAL PARKWAY — REALPAGE, INC.}




LANDLORD:




Savoy IBP 8, Ltd.

a Texas     limited partnership




By: Savoy IBP 8 GP, LLC,

a Texas   Limited  Liability Company

its general partner




	 	 	 	 	 
	By: 

Name:

	 	/s/ Mack W. Dennis
 

Mack W. Dennis
	 	 
	Title:

	 	Senior Vice President	 	 






 









 




{SIGNATURE PAGE TO LEASE AGREEMENT — 4120 INTERNATIONAL PARKWAY — REALPAGE, INC.}




TENANT:




RealPage, Inc., a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Stephen T. Winn
 

Stephen T. Winn
	 	 
	Title:

	 	Chairman, CEO & President	 	 






 









 







     THIS LEASE AGREEMENT (this “Lease”) is entered into as of August 28 ,
2006 between SAVOY IBP 8, LTD., a Texas limited partnership (“Landlord”) and REALPAGE,
INC., a Delaware corporation, (“Tenant”).



	 	 	 
	DEFINITIONS AND 

BASIC PROVISIONS

	 	1. The definitions and basic provisions set forth in
the Basic Lease Information (the “Basic Lease
Information”) executed by Landlord and Tenant
contemporaneously herewith are incorporated herein by
reference for all purposes. To the extent of any
conflict between the Basic Lease Information and any
provision contained in this Lease, this Lease shall
control.
	 
	 	 
	LEASE GRANT

	 	2. Subject to the terms of this Lease, Landlord leases
to Tenant, and Tenant leases from Landlord, the
Premises.
	 
	 	 
	TERM

	 	3. The Term shall commence September 1, 2006 (the
“Commencement Date”), and end at 5:00 p.m. August 31,
2016, subject to renewal options as provided in
Exhibit E. Landlord shall deliver possession of the
Premises to Tenant upon execution hereof. By
occupying the Premises, Tenant shall be deemed to have
accepted the Premises in their condition as of the
date of such occupancy, subject to Landlord’s
completion of any related punch-list items. Tenant
shall execute and deliver to Landlord, within ten (10)
days after Landlord has requested same, a letter
confirming (1) the Commencement Date, (2) that Tenant
has accepted the Premises, and (3) that Landlord has
performed all of its obligations with respect to the
Premises.
	 
	 	 
	RENT

	 	4. (a) Payment. Tenant shall timely pay to Landlord
the Rent without deduction or set off (except as
otherwise expressly provided herein), at Landlord’s
Address (or such other address as Landlord may from
time to time designate in writing to Tenant). Basic
Rental shall be payable monthly in advance. The first
full monthly installment of Basic Rental shall be
payable contemporaneously with the execution of this
Lease; thereafter, monthly installments of Basic
Rental shall be due on the first day of each
succeeding calendar month during the Term. Basic
Rental for any partial month at the beginning or end
of the Term shall be prorated based upon the number of
days within the Term during the partial month
multiplied by 1/365 of the then current annual Basic
Rental and shall be due on or before the fifth day
immediately preceding the Commencement Date, or first
day of the last calendar month of the Term, as
applicable.
	 
	 	 
	 

	 	     (b) Electrical Costs. Tenant shall pay to Landlord an
amount equal to the product of (1) the cost of all
electricity used by the Project (“Electrical Costs”),
multiplied by (2) Tenant’s






 









 







	 	 	 
	 

	 	Proportionate Share plus
(3) the actual cost of any submetered electrical usage
in the Premises. Such amount shall be payable monthly
based on Landlord’s reasonable estimate of the amount
due for each month, and shall be due on the
Commencement Date and on the first day of each
calendar month thereafter.
	 
	 	 
	 

	 	          At Tenant’s election, and subject to Landlord’s prior
approval, Tenant may install a wattage-based
electrical submetering system (“Submetering System”)
for the Premises to capture Tenant’s actual use of
electricity, including the 24/7 RTU (roof top unit(s))
in the Premises. Where Tenant installs the
Submetering System, the preceding paragraph shall no
longer apply, and Tenant then shall pay to Landlord an
amount equal to the product of (1) the actual cost of
all electricity used by the Project for the Project’s
common areas (“Electrical Costs”), multiplied by
Tenant’s Proportionate Share plus (2) the actual cost
of any submetered electrical usage in the Premises.
Such amount shall be payable monthly based on
Landlord’s reasonable estimate of the amount due for
each month, and shall be due on the Commencement Date
and on the first day of each calendar month
thereafter. Provided Tenant implements the
Submetering System on or before March 31, 2007, Tenant
may include the Submetering Systems as part of the
Tenant Allowance hereunder.
	 
	 	 
	 

	 	     (c) Annual Electrical Cost Statement. By April 1 of
each calendar year, or as soon thereafter as
practicable, Landlord shall furnish to Tenant a
statement of Landlord’s actual Electrical Costs (the
“Annual Electrical Cost Statement”) for the previous
year adjusted as provided in Section 4.(d), which
shall include a reconciliation of the actual amount
Tenant owes for its share of Electrical Costs against
any estimated amount collected from Tenant. If such
reconciliation shows that Tenant paid more than owed,
then Landlord shall reimburse Tenant by check or cash
for such excess within thirty (30) days after delivery
of the Annual Electrical Cost Statement; conversely,
if Tenant paid less than it owed, then Tenant shall
pay Landlord such deficiency within thirty (30) days
after delivery of the Annual Electrical Cost
Statement.
	 
	 	 
	 

	 	     (d) Adjustments to Electrical Costs. With respect to
any calendar year or partial calendar year in which
the Building is not occupied to the extent of 95% of
the rentable area thereof, the Electrical Costs for
such period shall, for the purposes hereof, be
increased to the amount which would have been incurred
had the Building been occupied to the extent of 95% of
the rentable area thereof.






 









 






	 	 	 
	 

	 	     (e) Delinquent Payment. Subject to the one-time
exception provided below, if any payment required by
Tenant under this Lease is not paid when due, Landlord
may charge Tenant a fee equal to 5% of the delinquent
payment to reimburse Landlord for its cost and
inconvenience incurred as a consequence of Tenant’s
delinquency. Said late charge shall be waived one
time during any consecutive twelve (12) month period
(i.e., upon waiver of a late charge, it shall not
again be waived until at least twelve (12) months has
passed since the late charge has been waived) provided
full payment is received by Landlord within ten (10)
business days of notice as provided within Section
15.(a) written below. In no event shall the charges
permitted under Section 4.(e) or elsewhere in this
Lease, to the extent the same are considered to be
interest under applicable law, exceed the maximum
lawful rate of interest.
	 
	 	 
	 

	 	     (f) Taxes. Tenant shall be liable for all taxes
levied or assessed against personal property,
furniture, or fixtures placed by Tenant in the
Premises. If any taxes for which Tenant is liable are
levied or assessed against Landlord or Landlord’s
property and Landlord elects to pay the same, or if
the assessed value of Landlord’s property is increased
by inclusion of such personal property, furniture or
fixtures and Landlord elects to pay the taxes based on
such increase, then Tenant shall pay to Landlord,
within ten (10) days of demand, that part of such
taxes for  which Tenant is primarily liable.
	 
	 	 
	 

	 	     (g) Excess. Tenant shall pay the Excess in the Basic
Cost over the Expense Stop as such terms are defined
in Exhibit C.
	 
	 	 
	SECURITY DEPOSIT

	 	5. Contemporaneously with the execution of this Lease,
Tenant shall pay to Landlord, in immediately available
funds, the Security Deposit, which shall be held by
Landlord without liability for interest and as
security for performance by Tenant of its obligations
under this Lease. The Security Deposit is not an
advance payment of Rent or a measure or limit of
Landlord’s damages upon an Event of Default (defined
below). Landlord may, from time to time upon written
notice to Tenant and without prejudice to any other
remedy, use all or a part of the Security Deposit to
perform any obligation which Tenant was obligated, but
failed to perform hereunder. Following any such
application of the Security Deposit, Tenant shall pay
to Landlord on demand the amount so applied in order
to restore the Security Deposit to its original
amount. Within thirty (30) days after the expiration
of the Term, as may have been extended, provided
Tenant has performed all of its obligations hereunder,
Landlord shall return






 









 






	 	 	 
	 

	 	to Tenant the balance of the
Security Deposit not applied to satisfy Tenant’s
obligations. If Landlord transfers its interest in
the Premises, then Landlord may assign the Security
Deposit to the transferee and Landlord thereafter
shall have no further liability for the return of the
Security Deposit to Tenant.
	 
	 	 
	LANDLORD’S
OBLIGATIONS

	 	6. (a) Services; Maintenance. Landlord shall furnish
to Tenant (1) potable water (hot and cold) at those
points of supply provided for general use of tenants
of the Building; (2) heated and refrigerated air
conditioning from 7 a.m. to 7 p.m. Monday through
Friday and 7 a.m. to 2 p.m. on Saturday, except for
New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and the Friday following
Thanksgiving Day, and Christmas Day (which days shall
be collectively referred to herein as “Holidays”)
sufficient to maintain temperatures during these hours
as follows: (a) in the winter a minimum of 70 degrees
Fahrenheit dry bulb when the outside temperature is
not less than 10 degrees Fahrenheit dry bulb and (b)
in the summer a maximum of 78 degrees Fahrenheit dry
bulb when the outside temperature is not more than 105
degrees Fahrenheit dry bulb, in each case for those
portions of the Premises in which temperature is not
affected by computer and other heat generating
equipment (other than desk top laser printers,
personal computers and other machines of similar low
electrical consumption except in areas where more than
two (2) such machines operation per employee desk; (3)
janitorial service to the Premises on weekdays other
than Holidays (Landlord reserves the right to bill
Tenant separately for extra janitorial service
required for any special improvements installed by or
at the request a Tenant) and such window washing as
may from time to time in Landlord’s judgment be
reasonably required, such janitorial services to be
generally in accordance with those services described
in Exhibit G; (4) non-exclusive elevator for ingress
and egress to the floors on which the Premises are
located; (5) replacement of Building-standard light
bulbs and fluorescent tubes; provided that Landlord’s
standard charge for such bulbs and tubes shall be paid
by Tenant; and (6) electrical current (subject to
Tenant’s obligation to pay its share of Electrical
Costs as provided herein). If Tenant desires heat and
air conditioning at any time other than times herein
designated, such services shall be supplied to Tenant
upon reasonable advance notice and Tenant shall pay to
Landlord $40.00 per hour (minimum two hours) for each
additional hour (prorated and rounded up to the
nearest quarter hour) such services are provided,
Landlord shall generate a monthly invoice for such
usage, and such amount shall being payable in arrears
in the month next following the month in which such
service was






 









 






	 	 	 
	 

	 	provided. Landlord’s obligation to
furnish services under this Section shall be subject
to the rules, regulations and other conditions or
requirements of the supplier of such services and any
applicable government entity or agency therefore.
	 
	 	 
	 

	 	     (b) Maintenance. Landlord shall maintain all Shell
Construction items, Building Systems (defined below),
and Building common areas including all parking areas
and landscaping, in good order and condition as
customary for Comparable Buildings. “Building
Systems” shall include all electrical, plumbing, and
air conditioning systems within the Building which
either were included in the Shell Construction or
which were installed by Tenant pursuant to this Lease
and which meet the following requirements: (i)
properly approved by Landlord; (ii) installed in
conformance with all plans and specifications as
approved by Landlord; (iii) Tenant shall have informed
Landlord in writing of the name, address, phone number
and contact person of the contractor responsible for
the installation of such system; (iv) Tenant shall
have assigned in writing all contractor’s and
manufacturer’s warranties received by Tenant in
connection with such system; and (v) in connection
with Tenant’s contracting for the installation
thereof, Landlord shall have been expressly named as a
third party beneficiary to, and shall have been
provided copies of, such contract and any related
warranties. Notwithstanding the foregoing, “Building
Systems” shall not include any improvements made to or
within the Premises which differ from the base
building systems or are otherwise specialized to
Tenant’s use and occupancy of the Premises and not
customary for office tenants in Comparable Buildings.
Any such improvement shall be maintained and repaired
by Tenant, at its sole cost and expense, with
contractors and subcontractors approved by Landlord in
writing and otherwise in accordance with the
provisions of Subsections 7(b) and 7(d) below.
Landlord agrees to provide services and to maintain
the Building in a manner consistent with the services
and maintenance provided to office tenants in
Comparable Buildings; provided, however, all costs and
expenses associated with the maintenance, repair
and/or replacement of any item, element or component
of Building Systems which was installed by or at the
request of Tenant (except as approved above) shall be
borne solely by Tenant, and Tenant agrees to reimburse
Landlord for all such costs and expenses within
fifteen (15) days after receipt of an invoice
therefor.
	 
	 	 
	 

	 	     (c) Excess Electrical Use. Landlord shall use
reasonable efforts to furnish electrical current for
computers, electronic data processing equipment,
special lighting, or other






 









 







	 	 	 
	 

	 	equipment that requires
more than 120 volts, or other equipment whose
electrical energy consumption exceeds normal office
usage, through any existing feeders and risers serving
the Building and the Premises. Tenant shall not
install any electrical equipment requiring special
wiring or requiring voltage in excess of 120 volts or
otherwise exceeding Building capacity unless approved
in advance by Landlord, which approval shall not be
unreasonably delayed, withheld or conditioned. The
use of electricity in the Premises shall not exceed
the capacity of existing feeders and risers to or
wiring in the Premises. Any risers or wiring required
to meet Tenants excess electrical requirements shall,
upon Tenants request, be installed by Landlord (unless
otherwise agreed by Landlord) at Tenant’s expense, if
in Landlord’s sole and absolute judgment, the same are
necessary and shall not cause permanent damage or
injury to the Building or the Premises, cause or
create a dangerous or hazardous condition, entail
excessive or unreasonable alterations, repairs, or
expenses, or interfere with or disturb other tenants
of  the Building. If Tenant uses machines or equipment
(other than general office machines, excluding
computers and electronic data processing equipment) in
the Premises which affect the temperature otherwise
maintained by the air conditioning system or otherwise
overload any utility, after thirty (30) days written
notice to Tenant, during which time Tenant shall have
the opportunity to cease such overload activities or
agree to provide supplemental air conditioning units,
and if Tenant fails to do either, then Landlord may
install supplemental air conditioning units or other
supplemental equipment in the Premises, and the cost
thereof, including the cost of installation,
operation, use, and maintenance, shall be paid by
Tenant to Landlord within ten (10) days after Landlord
has delivered to Tenant an invoice therefor. At the
time of Tenant’s submission of plans and
specifications for Landlord’s approval pursuant to
Section 7 herein or Exhibit D to this Lease, Landlord
and Tenant shall cooperate in good faith to identify
any fixtures, equipment and/or appliances to be
installed or placed in the Premises which fixtures,
equipment or appliances would exceed the normal and
customary electrical use and consumption of typical
office tenants in Comparable Buildings, would affect
the temperature otherwise maintained by the air
conditioning system, or would require electric
capacity in excess of any planned or existing feeders,
risers, or wiring to the Premises.
	 
	 	 
	 

	 	     (d) Restoration of Services; Abatement. Landlord
shall use reasonable efforts to restore any service
that becomes unavailable; however, such unavailability
shall not render






 









 






	 	 	 
	 

	 	Landlord liable for any damages
caused thereby, be a constructive eviction of Tenant,
constitute a breach of any implied warranty, or except
as provided in the next sentence, entitle Tenant to
any abatement of Tenant’s obligations hereunder.
However, if Tenant is prevented from making reasonable
use of all or a portion of the Premises for more than
five (5) consecutive business days because of the
unavailability of any such service, Tenant shall, as
its exclusive remedy therefor, be entitled to
abatement of Rent, or the pro rata portion thereof
equivalent to the portion of the Premises rendered
unusable to the entire Premises, for each consecutive
day (after such five (5) business day period) that
Tenant is so prevented from making reasonable use of
the Premises or the applicable portion thereof.
	 
	 	 
	 

	 	     (e) Access. Subject to any Building rules and
regulations, necessary repairs and maintenance, and
any events beyond Landlord’s reasonable control which
would prevent access, Tenant shall have access to the
Premises twenty-four (24) hours a day, seven (7) days
a week. The Building shall include twenty-four (24)
hour access by security card which cards shall be
provided to Tenant upon payment of a $10 refundable
deposit per card. Tenant may install its own,
independent security card system for controlling
access to, from and within the Premises, and Landlord
shall, to the extent reasonably practicable, work with
Tenant to integrate Tenant’s card access system with
the Building card access system so that the access
control system at the main entrance to the Building
could be operated by Tenant’s access cards as well as
Landlord’s access cards. Tenant shall provide
Landlord, at no cost to Landlord, not less than two
(2) master access cards to Tenant’s security card
system which will permit Landlord access to all
portions of the Premises at all times. An on-site
security patrol (within and for the benefit of the
entire International Business Park of which the
Building is a part and not solely within or for the
sole benefit of the Building) will be provided for
approximately ten (10) hours per night, seven (7)
nights per week. Such patrol will provide escort
service to Tenant’s employees to and from the Building
and the Parking Area during those hours which such
patrol is provided and upon such notice as may be
reasonably required by such patrol. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, LANDLORD SHALL HAVE
NO RESPONSIBILITY TO PREVENT, AND SHALL NOT BE LIABLE
TO TENANT, ITS EMPLOYEES; AGENTS, NOR ANY OTHER PERSON
FOR LOSSES DUE TO THEFT OR BURGLARY, OR FOR DAMAGES OR
INJURY TO PERSONS OR PROPERTY DONE BY PERSONS GAINING
ACCESS TO THE PROJECT






 









 







	 	 	 
	 

	 	OR THE PREMISES EVEN IF CAUSED
IN WHOLE OR PART BY THE NEGLIGENCE OF LANDLORD, ITS
EMPLOYEES, AGENTS OR CONTRACTORS, EXCEPT TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE ORWILFUL MISCONDUCT OF
LANDLORD, AND TENANT HEREBY RELEASES LANDLORD FROM ALL
LIABILITY FOR SUCH LOSSES, DAMAGES AND/OR INJURY.
	 
	 	 
	IMPROVEMENTS, 

ALTERATIONS, 

REPAIRS, MAINTENANCE

	 	7. (a) Improvements; Alterations. No improvements or
alterations in or upon the Premises, including not by
limitation paint, wall coverings, floor coverings,
light fixtures, window treatments, signs, advertising,
or promotional lettering or other media, shall be
installed or made by Tenant except in accordance with
plans and specifications which have been previously
submitted to and approved in writing by Landlord,
which approval shall not be unreasonably withheld or
delayed except that Landlord may withhold approval of
any improvements or alterations which it determines,
in its sole opinion, will materially and adversely
affect any structural or aesthetic (only to the extent
visible from outside the Premises or common areas)
aspect of the Building or Building Systems. All
improvements and alterations (whether temporary or
permanent in character) made in or upon the Premises,
either by Landlord or Tenant, shall (i) comply with
all applicable laws, ordinances, rules and
regulations, and (ii) be Landlord’s property at the
end of the Term and shall remain on the Premises
without compensation to Tenant unless prior to
installation, Tenant provides Landlord with written
notice of all items which may be removed by Tenant and
Landlord consents to such removal in advance. Such
consent shall not be unreasonably withheld provided
Landlord may condition such consent as it deems
reasonably necessary including not by limitation
requiring Tenant to replace any items upon removal
with similar items comparable to any such items in the
Building or, if not applicable, then Comparable
Buildings. Approval by Landlord of any of Tenant’s
drawings and plans and specifications prepared in
connection with any improvements in the Premises shall
not constitute a representation or warranty of
Landlord as to the adequacy or sufficiency of such
drawings, plans and specifications, or the
improvements to which they relate, for any use,
purpose, or condition, but such approval shall merely
be the consent of Landlord as required hereunder.
Landlord warrants and agrees that it shall complete
the Building Shell Construction in compliance with all
then applicable governmental laws, rules and
regulations, including not by limitation the Americans
with Disabilities Act (“ADA”) and the Texas
Accessibility Standards (TAS) Article 9102, Texas
Civil Statutes, The Administrative






 









 







	 	 	 
	 

	 	Rules of the Texas
Department of Licensing and Regulation. Thereafter,
notwithstanding anything in this Lease to the
contrary, Tenant shall be responsible for all costs
incurred to cause the Premises to comply with any such
laws, rules or regulations, including not by
limitation the retrofit requirements of the ADA and
TAS, as may be amended.
	 
	 	 
	 

	 	     (b) Tenant Repairs; Maintenance. Except for those
janitorial services to be provided by Landlord as
expressly provided in this Lease, Tenant shall
maintain its personal property and all improvements or
alterations to the Premises other than those items
included in Shell Construction (including all heating,
ventilation and air conditioning systems (“HVAC”) as
described in Exhibit D-1 from the point of supply to
the point of entry into the Premises),which shall be
maintained by Landlord, in a clean, safe, operable,
attractive condition, and shall not permit or allow to
remain any waste or damage to any portion of the
Premises. Subject to the provisions of Section 10.(b)
and 14, and normal wear and tear, Tenant shall repair
or replace, subject to Landlord’s direction and
supervision, any damage to the Project caused by
Tenant or Tenants agents, contractors, or invitees.
If Tenant fails to commence and diligently pursue such
repairs or replacements within fifteen (15) days after
the occurrence of such damage, then Landlord, upon
written notice to Tenant, may make the same at Tenants
expense, which shall be payable to Landlord within ten
(10) days after Landlord has delivered to Tenant an
invoice therefor.
	 
	 	 
	 

	 	     (c) Performance of Work. All work described in this
Section 7 shall be performed only by Landlord or by
contractors and subcontractors approved in writing by
Landlord. Tenant shall cause all contractors and
subcontractors to procure and maintain insurance
coverage against such risks, in such amounts, and with
such companies as Landlord may reasonably require.
All such work shall be performed in accordance with
all legal requirements and in a good and workmanlike
manner so as not to damage the Premises, the structure
of the Building, or plumbing, electrical lines, or
other utility transmission facilities or Building
mechanical systems. All such work which may affect
the Building’s electrical, mechanical, plumbing or
other systems must be approved by the Building’s
engineer of record.
	 
	 	 
	 

	 	     (d) Mechanic’s Liens. Tenant shall not permit any
mechanic’s liens to be filed against the Project for
any work performed, materials furnished, or obligation
incurred by or at the request of Tenant. If such a
lien is filed, then Tenant shall, within thirty (30)
days after Landlord has delivered notice of the filing
to






 









 






	 	 	 
	 

	 	Tenant, either pay the amount of the lien or
diligently contest such lien and deliver to Landlord a
bond or other security reasonably satisfactory to
Landlord. If Tenant fails to timely take either such
action, then Landlord may pay the lien claim without
inquiry as to the validity thereof, and any amounts so
paid, including expenses and interest, shall be paid
by Tenant to Landlord within ten (10) days after
Landlord has delivered to Tenant an invoice therefore.
	 
	 	 
	USE

	 	8. Tenant shall occupy and use the Premises only for
the Permitted Use and shall comply with all laws,
orders, rules, and regulations relating to the use,
condition, and occupancy of the Premises. General
Office use includes but is not limited to operation of
a data center, call center, computer room, customer
training center and software reproduction, packaging
and shipping center; software development; web page
design and hosting; product support; sales and
administration; with some functions operational 24
hours per day, 7 days per week. The Premises shall
not be used for (i) any use which is disreputable,
(ii) creates extraordinary fire hazards, (iii) results
in an increased rate of insurance on the Building or
its contents, or (iv) the storage of any hazardous
materials or substances in violation of environmental
laws. If, because of Tenant’s acts, the rate of
insurance on the Building or its contents increases,
Tenant shall pay to Landlord the amount of such
increase on demand, and acceptance of such payment
shall not constitute a waiver of any of Landlord’s
other rights. Tenant shall conduct its business and
control its agents, employees, and invitees in such a
manner as not to create any nuisance or interfere with
other tenants or Landlord in its management of the
Project. Landlord agrees not to lease space in the
Project to a competitor of Tenant (as described in
Section 23.(s)) during the term of this Lease,
including any renewals or extensions.
	 
	 	 
	ASSIGNMENT AND 

SUBLETTING

	 	9. (a) Transfers; Consent. Other than permitted
transfers as described below, Tenant shall not,
without the prior written consent of Landlord, which
consent shall not be unreasonably withheld or delayed,
(1) advertise that any portion of the Premises is
available for lease (excluding the engagement of a
real estate broker to market sublease space), (2)
assign, transfer, or encumber this Lease or any estate
or interest herein whether directly or by operation of
law, (3) if Tenant is an entity other than a
corporation whose stock is publicly traded, permit the
transfer of an ownership interest in Tenant so as to
result in a change in the current control of Tenant,
(4) sublet any portion of the Premises, (5) grant any
license, concession, or other right of occupancy of
any portion of the Premises, or (6) permit the use of






 









 






	 	 	 
	 

	 	the Premises by any parties other than Tenant (any of
the events listed in Sections 9.(a)(2) through
9.(a)(6) being a “Transfer”). If Tenant requests
Landlord’s consent to a Transfer, then Tenant shall
provide Landlord with a written description of all
terms and conditions of the proposed Transfer, copies
of the proposed documentation, and the following
information about the proposed transferee: name and
address; reasonably satisfactory information about its
business and business history; its proposed use of the
Premises; and general references sufficient to enable
Landlord to determine the proposed transferee’s
reputation and character. Landlord shall respond in
writing to Tenant’s request for a Transfer within ten
(10) business days of receipt of written request
therefor. Tenant shall reimburse Landlord for its
attorneys’ fees and other expenses incurred in
connection with considering any request for its
consent to a Transfer (not to exceed $500 per
request). Landlord shall not unreasonably withhold,
delay or condition its consent except that Landlord
may withhold or condition its consent if it reasonably
determines that the proposed transferee or its use
(including not by limitation the number of employees,
hours of operation, parking requirements, electrical
or other Building system requirements, conflicts or
competition with existing tenants) is unacceptable,
would burden the Building, or are incompatible with
the Building or its occupants. If Landlord consents
to a proposed Transfer, then the proposed transferee
shall deliver to Landlord a written agreement whereby
it expressly assumes the Tenant’s obligations
hereunder; however, any transferee of less than all of
the space in the Premises shall be liable only for
obligations under this Lease that are properly
allocable to the space subject to the Transfer, and
only to the extent of the rent it has agreed to pay
Tenant therefor. Landlord’s consent to a Transfer
shall not release Tenant from performing its
obligations under this Lease, but rather Tenant and
its transferee shall be jointly and severally liable
therefor. Landlord’s consent to any Transfer shall
not waive Landlord’s rights as to any subsequent
Transfers. If an Event of Default occurs while the
Premises or any part thereof are subject to a
Transfer, then Landlord, in addition to its other
remedies, may collect directly from such transferee
all rents becoming due to Tenant and apply such rents
against Rent. Tenant authorizes its transferees to
make payments of rent directly to Landlord upon
Tenant’s receipt of notice from Landlord to do so;
however, Landlord shall not be obligated to accept
separate Rent payments from any transferees and may
require that all Rent be paid directly by Tenant.






 









 






	 	 	 
	 

	 	          (i) Permitted Transfers. Tenant shall be permitted
without the consent of Landlord, to periodically
sublet portions of the Premises or to assign this
Lease to any Affiliate of Tenant so long as the
Premises continue to be used solely for the Permitted
Use and the parking requirements of the subtenant or
assignee are no greater than those of Tenant (such
transfer being deemed a “Permitted Transfer”). As
used herein, “Affiliate” shall mean any person or
entity, directly or indirectly, through one or more
intermediaries, controlling, controlled by or under
common control with Tenant, or any person or entity
merging with Tenant, or acquiring the majority of the
voting stock of Tenant, or acquiring all or
substantially all of the assets of Tenant. As used
herein “control” shall mean the possession, directly
or indirectly, of the power to direct or cause the
direction of the management of and policies of such
controlled person or entity. Following any such
assignment or subletting, Tenant shall remain
primarily liable for all present and future
obligations under this Lease, or if Tenant no longer
exists because of a merger or acquisition, the
surviving or acquiring entity shall expressly assume
the obligations of Tenant hereunder. Tenant shall
promptly notify Landlord in writing within ten (10)
days after such assignment or subletting.
	 
	 	 
	 

	 	     (b) Additional Compensation. Tenant shall pay to
Landlord, immediately upon receipt thereof, one-half
(1/2) of all rent received by Tenant for a Transfer
(other than a Permitted Transfer) that exceeds the
Rent allocable to the portion of the Premises covered
thereby after Tenant has recovered from any such
excess all costs associated with such assignment or
subletting, (i.e. marketing, advertising and
promotional costs, real estate commissions, legal fees
and construction costs). Tenant shall hold such
amounts in trust for Landlord and pay them to Landlord
within ten (10) days after receipt.
	 
	 	 
	 

	 	     (c) Cancellation. Notwithstanding anything to the
contrary herein, Landlord shall have the option, upon
any request by Tenant for Landlord’s approval of a
Transfer (i) of more than thirty percent (30%) (in the
aggregate including those Transfers, then in effect
and as then requested) of the Premises and (ii) where
the Basic Rental payable under the terms of all such
Transfers (including the proposed Transfer) exceeds
the total Basic Rental provided by the Lease, to
terminate this Lease as to, and retake possession of,
that portion of the Premises as would be subject to
such requested Transfer. Such termination shall be
effective as of the date on which such transfer was to
be effective. If Landlord terminates this Lease as to
any portion of the






 









 






	 	 	 
	 

	 	Premises, then this Lease shall
cease for such portion of the Premises; and Tenant
shall pay to Landlord all Rent accrued through the
termination date relating to the portion of the
Premises covered by the proposed Transfer and
unamortized brokerage commissions (amortized on a
straight-line basis over the initial Term of the
Lease) paid or payable by Landlord in connection with
this Lease to the brokerage firms listed in Section
23.(d) that are allocable to such portion of the
Premises. Thereafter, Landlord may lease such portion
of the Premises to the prospective transferee (or to
any other person) without liability to Tenant. In
such event, prior to the effective date of such
termination, and subject to Landlord’s direction and
supervision, Tenant shall be solely responsible for
the cost and construction of a wall demising the
remaining Premises from the portion of the Premises as
to which the Lease is terminated.
	 
	 	 
	INSURANCE; WAIVERS;
SUBROGATION
INDEMNITY

	 	     10. (a) Insurance. Tenant shall at its expense
procure and maintain; throughout the Term the
following insurance policies: (1) commercial general
liability insurance in amounts of not less than a
combined single limit of $5,000,000 (the “Initial
Liability Insurance Amount”) or such other amounts as
Landlord may from time to time reasonably require,
insuring Tenant, Landlord, Landlord’s agents, and
their respective affiliates against all liability for
injury to of death of a person or persons or damage to
property arising from the use and occupancy of the
Premises, and (2) insurance covering the full value of
Tenants property and improvements, and other property
(including property of others), in the Premises.
Tenant’s insurance shall provide primary coverage to
Landlord when any policy issued to Landlord provides
duplicate or similar coverage, and in such
circumstance Landlord’s policy will be excess over
Tenants policy. Tenant shall furnish certificates of
such insurance and such other evidence satisfactory to
Landlord of the maintenance of all insurance coverage
required hereunder, and Tenant shall obtain a written
obligation on the part of each insurance company to
notify Landlord at least thirty (30) days before
cancellation or a material change of any such
insurance. All such insurance policies shall be in
form, and be issued by companies, reasonably
satisfactory to Landlord. The term “affiliate” shall
mean any person or entity which, directly or
indirectly, controls, is controlled by, or is under
common control with the party in question. Landlord
shall maintain commercial general liability insurance
covering the Land and Building in amounts not less
than a combined single limit of $5,000,000 or such
other amounts as Landlord may reasonably determine.






 









 






	 	 	 
	 

	 	(b) Waiver of Claims; No Subrogation. Neither
Landlord nor Tenant shall have any liability to the
other for any damage or injury to the property of
Landlord or Tenant, including the Building and tenant
improvements in the Premises, arising from or caused
by any cause customarily insured against under a
standard fire and extended casualty insurance policy,
even if caused by the negligence of Landlord, Tenant,
or their shareholders, partners, officers and
employees, and no insurer shall have any rights of
subrogation with respect to the foregoing. Landlord
shall not be liable or responsible to Tenant for any
loss or damage to any property or person occasioned by
theft, fire, casualty, vandalism, acts of God, public
enemy, injunction, riot, strike, inability to procure
materials, insurrection, war, court order, requisition
or order of governmental body or authority, or for any
other causes beyond Landlord’s control. All goods,
property or personal effects stored or placed by
Tenant in or about the Building shall be at the sole
risk of Tenant.
	 
	 	 
	 

	 	(c) Indemnity. Subject to Section 10.(b), each party
shall indemnify and hold harmless the other from and
against any and all claims, demands, liabilities,
causes of action, suits, judgments and expenses
(including attorneys’ fees) arising from or for injury
to third persons or damage to property owned by third
persons and caused by the negligence or intentional
torts of the indemnifying party.
	 
	 	 
	SUBORDINATION;
ATTORNMENT NOTICE TO
LANDLORD’S MORTGAGEE

	 	11. (a) Subordination. Subject to the condition set
forth in the following sentence, this Lease shall be
subordinate to any deed of trust, mortgage, or other
security instrument (a “Mortgage”), or any ground
lease, master lease; or primary lease (a “Primary
Lease”), that now or hereafter covers all or any part
of the Premises (the mortgagee under any Mortgage or
the lessor under any Primary Lease is referred to
herein as “Landlord’s Mortgagee”). As a condition to
such subordination, Landlord shall obtain from
Landlord’s Mortgagee, both existing and future, and
deliver to Tenant a non-disturbance agreement for the
benefit of Tenant in a form reasonably acceptable to
Landlord, Landlord’s Mortgagee, and Tenant.
	 
	 	 
	 

	 	     (b) Attornment. Tenant shall attorn to any party
succeeding to Landlord’s interest in the Premises,
whether by purchase, foreclosure, deed in lieu of
foreclosure, power of sale, termination of lease, or
otherwise, upon such party’s request, and shall
execute such agreements confirming such attornment as
such party may reasonably request.






 









 








	 	 	 
	 

	 	     (c) Notice to Landlord’s Mortgagee. Tenant shall not
seek to enforce any remedy it may have for any default
on the part of the Landlord without first giving
written notice by certified mail, return receipt
requested, specifying the default in reasonable
detail, to any Landlord’s Mortgagee whose address has
been given to Tenant, and affording such Landlord’s
Mortgagee a period to perform Landlord’s obligations
hereunder, which period shall equal the cure period
applicable to Landlord hereunder.
	 
	 	 
	RULES AND REGULATIONS

	 	12. Tenant shall comply with the rules and regulations
of the Building which are attached hereto as Exhibit B. Landlord may, from time to time, change such rules
and regulations for the safety, care, or cleanliness
of the Building and related facilities, provided that
such changes are applicable to all tenants of the
Building, and will not unreasonably interfere with
Tenant’s use of the Premises or add any unusual
economic burden or lessen Tenant’s rights under this
Lease. Tenant shall be responsible for the compliance
with such rules and regulations by its employees,
agents, and invitees.
	 
	 	 
	CONDEMNATION

	 	13. Taking — Tenant’s Rights. If any part of the
Project (including parking) is taken by right of
eminent domain for a period exceeding ninety (90) days
or conveyed in lieu thereof (a “Taking”), and such
Taking prevents Tenant from conducting its business
from the Premises in a manner reasonably comparable to
that conducted immediately before such Taking, then
Tenant may terminate this Lease by giving written
notice to Landlord within thirty (30) days after such
Taking. Upon the occurrence of a Taking, Rent shall
be abated on a reasonable basis as to that portion of
the Premises rendered untenantable by the Taking from
the first day of the Taking until such termination.
If Tenant does not terminate this Lease, then Rent
shall be abated on a reasonable basis as to that
portion of the Premises rendered untenantable by the
Taking. If a portion of the Premises or Building are
subject to a Taking and such Taking does not prevent
Tenant from conducting its business in a manner
reasonably comparable to that conducted immediately
before such Taking, the Lease shall remain in full
force and effect and Rent shall be adjusted on a
reasonable basis from the first day of the Taking.
	 
	 	 
	 

	 	     (b) Taking — Landlord’s Rights. If any material
portion, but less than all, of the Project or related
parking becomes subject to a Taking, or if Landlord is
required to pay any of the proceeds received for a
Taking to Landlord’s Mortgagee, then this Lease, at
the option of Landlord, exercised by written notice to
Tenant within thirty (30) days after such Taking,
shall






 









 







	 	 	 
	 

	 	terminate and Rent shall be adjusted on a
reasonable basis from the first day of the Taking
until such termination. If a partial Taking occurs
and the Lease does not terminate, Rent shall be
adjusted on a reasonable basis from the first day of
the taking.
	 
	 	 
	 

	 	     (c) Award. If any Taking occurs, all proceeds shall
belong to and be paid to Landlord, and Tenant shall
not be entitled to any portion thereof except that
Tenant shall have all rights permitted under the laws
of the State of Texas to appear, claim and prove in
proceedings relative to such taking (i) the value of
any fixtures, furnishings, and other personal property
which are taken but which under the terms of this
Lease Tenant is permitted to remove at the end of the
Term, (ii) the unamortized cost (such costs having
been amortized on a straight-line basis over the Term
excluding any renewal terms) of Tenant’s leasehold
improvements which are taken that Tenant is not
permitted to remove at the end of the Term and which
were installed solely at Tenant’s expense (i.e., not
made or paid for by Landlord from the Construction
Allowance or otherwise), and (iii) relocation and
moving expenses, but not the value of Tenant’s
leasehold estate created by this Lease and only so
long as such claims in no way diminish the award
Landlord is entitled to from the condemning authority
as provided hereunder.
	 
	 	 
	FIRE OR OTHER
CASUALTY

	 	14. (a) Repair Estimate. If the Premises or the
Building are damaged by fire or other casualty (a
“Casualty”), Landlord shall, within sixty (60) days
after such Casualty, deliver to Tenant a good faith
estimate (the “Damage Notice”) of the time needed to
repair or replace the damage caused by such Casualty.
	 
	 	 
	 

	 	     (b) Casualty — Tenant’s Rights. If a material portion
of the Premises or the Building is damaged by Casualty
such that Tenant is prevented from conducting its
business in the Premises in a manner reasonably
comparable to that conducted immediately before such
Casualty and Landlord estimates that the damage caused
thereby cannot be repaired within one hundred eighty
(180) days after the date of casualty, then Tenant may
terminate this Lease. Rent for the portion of the
Premises rendered untenantable by the damage shall be
abated on a reasonable basis from the date of damage
until termination. Tenant may terminate this Lease by
delivering written notice to Landlord of its election
to terminate within thirty (30) days after the Damage
Notice has been delivered to Tenant. If Tenant does
not elect to terminate this Lease, then (subject to
Landlord’s rights under Section 14.(c)), Landlord
shall repair the Building or the Premises, as the case
may be, as provided below. Upon the occurrence of a
Casualty, Rent for the portion of the Premises






 









 






	 	 	 
	 

	 	rendered untenantable by the damage shall be abated on
a reasonable basis from the date of damage until the
completion of the repair or until such termination.
	 
	 	 
	 

	 	     (c) Landlord’s Rights. If a Casualty damages a
material portion of the Building, and Landlord makes a
good faith determination that restoring the Premises
would be uneconomical, or if Landlord is required to
pay any insurance proceeds arising out of the Casualty
to Landlord’s Mortgagee, then Landlord may terminate
this Lease by giving written notice of its election to
terminate within thirty (30) days after the Damage
Notice has been delivered to Tenant, and Rent
hereunder shall be abated as of the date of the
Casualty.
	 
	 	 
	 

	 	     (d) Repair Obligation. If neither party elects to
terminate this Lease following a Casualty, then
Landlord shall, within a reasonable time after such
Casualty, commence to repair the Building and the
Premises and shall proceed with reasonable diligence
to restore the Building and Premises to substantially
the same condition as they existed immediately before
such Casualty; however, Landlord shall not be required
to repair or replace any part of the furniture,
equipment, fixtures, and other improvements which may
have been placed by, or at the request of, Tenant or
other occupants in the Building or the Premises, and
Landlord’s obligation to repair or restore the
Building or Premises shall be limited to the extent of
Landlord’s deductible amount, plus the insurance
proceeds actually received by Landlord for the
Casualty in question.
	 
	 	 
	EVENTS OF DEFAULT

	 	15. Events of Default. Each of the following
occurrences shall constitute an “Event of Default” by
Tenant:
	 
	 

	 	     (a) Tenant’s failure to pay Rent, or any other sums
due from Tenant to Landlord under the Lease (or any
other lease executed by Tenant for space in the
Building), when due, and such failure continues for
ten (10) days after written notice thereof is received
by Tenant from Landlord; however, if Landlord has
given Tenant such notice during the preceding twelve
(12) month period for failure to timely pay any
regularly scheduled installments of Rent (e.g., Basic
Rental, Tenant’s share of Excess, Tenant’s
Proportionate Share of Electrical Costs, and similar
Rent payments), then Landlord’s obligation to give
written notice with respect to regularly scheduled
installments of Rent shall not apply until twelve (12)
months has passed since the last such notice was
given, and in the interim, failure to pay any
regularly scheduled installments of Rent on the date
due shall be an Event of Default without Landlord
having first given such notice;






 









 






	 	 	 
	 

	 	     (b) Tenant’s failure to perform, comply with, or
observe any other agreement or obligation of Tenant
under this Lease (or any other lease executed by
Tenant for space in the Building), and such failure
continues for thirty (30) days after written notice
thereof is received by Tenant from Landlord; provided,
that if the failure is reasonably capable of cure but
cannot be reasonably be cured within said thirty (30)
days, Tenant shall have an additional period of sixty
(60) days in which to effect the cure provided Tenant
commences the cure within the initial thirty (30) days
and is diligently pursuing same;
	 
	 	 
	 

	 	     (c) The filing of a petition by or against Tenant (the
term “Tenant” shall include, for the purpose of this
Section 15.(c), any guarantor of the Tenant’s
obligations hereunder) (i) in any bankruptcy or other
insolvency proceeding; (ii) seeking any relief under
any state or federal debtor relief law; (iii) for the
appointment of a liquidator or receiver for all or
substantially all of Tenant’s property or for Tenant’s
interest in this Lease; or (iv) for the reorganization
or modification of Tenant’s capital structure; and
provided that in the case of any of the foregoing
which is filed against Tenant, the same is not
dismissed within ninety (90) days after it is filed;
	 
	 	 
	 

	 	     (d) The admission by Tenant that it cannot meet its
obligations as they become due or the making by Tenant
of an assignment for the benefit of its creditors.
	 
	 	 
	REMEDIES

	 	16. (a) Landlord’s Remedies. Upon any Event of
Default by Tenant, Landlord may, subject to any
judicial process and notice to the extent required by
Title 4, Chapter 24 of the Texas Property Code, as may
be amended, in addition to all other rights and
remedies afforded Landlord hereunder or by law or
equity, take any of the following actions:
	 
	 	 
	 

	 	          (i) Terminate this Lease by giving Tenant written
notice thereof, in which event, Tenant shall pay to
Landlord the sum of (1) all Rent accrued hereunder
through the date of termination, (2) all amounts due
under Section 15.(a), and (3) an amount equal to (A)
the total Rent that Tenant would have been required to
pay for the remainder of the Term discounted to
present value at a per annum rate equal to the “Prime
Rate” as published on the date this Lease is
terminated by The Wall Street Journal, Southwest
Edition, in its listing of “Money Rates”; minus (B)
the then present fair rental value of the Premises for
such period, similarly discounted; or






 









 






	 	 	 
	 

	 	          (ii) Terminate Tenant’s right to possession of the
Premises without terminating this Lease by giving
written notice thereof to Tenant, in which event
Tenant shall pay to Landlord (1) all Rent and other
amounts accrued hereunder to the date of termination
of possession, (2) all amounts due from time to time
under Section 15.(a), and (3) all Rent and other sums
required hereunder to be paid by Tenant during the
remainder of the Term, diminished by any net sums
thereafter received by Landlord through reletting the
Premises during such period. Landlord shall use
reasonable efforts to relet the Premises on such terms
and conditions as Landlord in its sole discretion may
determine (including a term different from the Term,
rental concessions, and alterations to, and
improvement of , the Premises); however, Landlord
shall not be obligated to relet the Premises before
leasing other portions of the Building. Landlord
shall not be liable for, nor shall Tenant’s
obligations hereunder be diminished because of,
Landlord’s failure to relet the Premises or to collect
rent due for such reletting. Tenant shall not be
entitled to the excess of any consideration obtained
by reletting over the Rent due hereunder. Re-entry by
Landlord in the Premises shall not affect Tenant’s
obligations hereunder for the unexpired Term; rather,
Landlord may, from time to time, bring action against
Tenant to collect amounts due by Tenant, without the
necessity of Landlord’s waiting until the expiration
of the Term. Unless Landlord delivers written notice
to Tenant expressly stating that it has elected to
terminate this Lease, all actions taken by Landlord to
exclude or dispossess Tenant of the Premises shall be
deemed to be taken under this Section 16.(a)(ii). If
Landlord elects to proceed under this Section
16.(a)(ii), it may at any time elect to terminate this
Lease under Section 16.(a)(i).
	 
	 	 
	 

	 	          (iii) Notwithstanding anything to the contrary herein,
Tenant shall not be deemed to have waived any
requirements of Landlord to mitigate damages upon an
Event of Default as required by law.
	 
	 	 
	 

	 	     (b) Tenant’s Remedies.
	 
	 	 
	 

	 	          (i) Notice and Cure. If Landlord should fail to
perform or observe any covenant, term, provision or
condition of this Lease and such default should
continue beyond a period of ten (10) days as to a
monetary default or thirty (30) days (or such longer
period as is reasonably necessary to remedy such
default, provided Landlord shall diligently pursue
such remedy until such default is cured) as to a
non-monetary is default, after in each






 









 






	 	 	 
	 

	 	instance
written notice thereof is given by Tenant to Landlord
and Landlord’s Mortgagee, then, in any such event
Tenant shall have the right (but no obligation) to
cure the default, and Landlord shall reimburse Tenant
for all reasonable sums expended in so curing said
default. Tenant specifically agrees that Landlord’s
Mortgagee may enter the Premises upon reasonable
notice to Tenant to cure any such default and that the
cure of any default by Landlord’s Mortgagee shall be
deemed a cure by Landlord under this Lease.
	 
	 	 
	 

	 	          (ii) Set-off. If Tenant obtains a judgment against
Landlord or any assignee for any default by Landlord
under this Lease and (i) Tenant provided Landlord’s
Mortgagee notice and opportunity to cure as described
in Section 11.(c) and Section 16.(b)(i) above, (ii)
said judgment is final and all rights of appeal have
been exercised or have expired, and (iii) such
judgment remains unsatisfied upon thirty (30) days
written notice thereof to Landlord’s Mortgagee, Tenant
may set off such judgment against Rent.
	 
	 	 
	PAYMENT; NON-WAIVER

	 	17. (a) Payment. Upon any Event of Default by Tenant,
Tenant shall pay to Landlord all costs incurred by
Landlord (including court costs and reasonable
attorney’s fees and expenses) in (1) obtaining
possession of the Premises, (2) removing and storing
Tenants or any other occupant’s property, (3)
reasonably repairing, restoring, altering, remodeling,
or otherwise putting the Premises into a reasonably
marketable condition, (4) if Tenant is dispossessed of
the Premises and this Lease is not terminated,
reletting all or any part of the Premises (including
brokerage commissions, cost of tenant finish work, and
other costs incidental to such reletting), (5)
performing Tenant’s obligations which Tenant failed to
perform, and (6) enforcing, or advising Landlord of,
its rights, remedies, and recourses arising out of the
Event of Default.
	 
	 	 
	 

	 	     (b) No Waiver. Acceptance or payment of Rent
following any Event of Default shall not waive any
rights regarding such Event of Default. No waiver by
any party of any violation or breach of any of the
terms contained herein shall waive any rights
regarding any future violation of such term or
violation of any other term.
	 
	 	 
	LANDLORD’S LIEN

	 	18. In addition to the statutory landlord’s lien,
Tenant grants to Landlord, to secure performance of
Tenant’s obligations hereunder, a security interest in
all equipment fixtures, furniture, improvements (and
does not include any tangible or intangible personal
property of Tenant not named specifically) owned by






 









 






	 	 	 
	 

	 	Tenant and now or hereafter situated on the Premises,
and all proceeds therefrom (the “Collateral”), and the
Collateral shall not be removed from the Premises
without the consent of Landlord until all obligations
of Tenant have been fully performed. Upon the
occurrence of an Event of Default, Landlord may, in
addition to all other remedies, without notice or
demand except as provided below, exercise the rights
afforded a secured party under the Uniform Commercial
Code of the State in which the Building is located
(the “UCC”). In connection with any public or private
sale under the UCC, Landlord shall give Tenant five
(5) days’ prior written notice of the time and place
of any public sale of the Collateral or of the time
after which any private sale or other intended
disposition thereof is to be made, which is agreed to
be a reasonable notice of such sale or other
disposition. Tenant grants to Landlord a power of
attorney to execute and file any financing statement
or other instrument necessary to perfect Landlord’s
security interest under this Section 18, which power
is coupled with an interest and shall be irrevocable
during the Term. Landlord may also file a copy of
this Lease as a financing statement to perfect its
security interest in the Collateral. Notwithstanding
the foregoing, Landlord shall subordinate its
landlord’s lien, upon such terms as are reasonably
acceptable to Landlord and Tenant’s financier, to any
bona fide third party financing existing or obtained
by Tenant.
	 
	 	 
	SURRENDER OF
PREMISES.

	 	19. No act by Landlord shall be deemed an acceptance
of a surrender of the Premises, and no agreement to
accept a surrender of the Premises shall be valid
unless the same is made in writing and signed by
Landlord. At the expiration or termination of this
Lease, subject to Landlord’s obligation to maintain
the Building, Tenant shall deliver to Landlord the
Premises with all improvements located thereon in good
repair and condition, reasonable wear and tear (and
condemnation and fire or other casualty damage not
caused by Tenant, as to which Sections 13 and 14 shall
control) excepted, and shall deliver to Landlord all
keys and/or access cards to the Premises. Provided
that Tenant has performed all of its obligations
hereunder, Tenant may remove all unattached trade
fixtures, furniture, and personal property placed in
the Premises by Tenant (but Tenant shall not remove
any such item which was paid for, in whole or in part,
by Landlord). Additionally, Tenant may remove such
additional items as Landlord may have agreed. Tenant
shall repair all damage caused by removal of any
items. All items not so removed within thirty (30)
days of expiration or early termination of this Lease
shall be deemed to have been abandoned by Tenant and
may be appropriated, sold, stored, destroyed, or
otherwise






 









 






	 	 	 
	 

	 	disposed of by Landlord without notice to
Tenant and without any obligation to account for such
items. Tenant upon surrender of the Premises shall be
required to remove any above-ceiling telecommunication
wiring installed for Tenant’s use in the Premises at
Tenant’s expense. The provisions of this Section 19
shall survive the end of the Term.
	 
	 	 
	HOLDING OVER

	 	20. If Tenant fails to vacate the Premises at the end
of the Term, then Tenant shall be a tenant at will
and, in addition to all other damages and remedies to
which Landlord may be entitled for such holding over,
Tenant shall pay, in addition to the other Rent, a
daily Basic Rental equal to 150% of the daily Basic
Rental payable during the last month of the Term.
	 
	 	 
	CERTAIN RIGHTS 

RESERVED BY LANDLORD

	 	21. Subject to Tenant’s reasonable security
procedures, and provided that the exercise of such
rights does not unreasonably interfere with Tenant’s
occupancy of the Premises, and upon reasonable advance
notice provided by Landlord to Tenant (except in case
of emergency), Landlord shall have the following
rights:
	 
	 	 
	 

	 	     (a) to decorate and to make inspections, repairs,
alterations, additions, changes, or improvements,
whether structural or otherwise, in and about the
Building, or any part thereof; for such purposes, to
enter upon the Premises and, during the continuance of
any such work, to temporarily close doors, entryways,
public space, and corridors in the Building; to
interrupt or temporarily suspend Building services and
facilities (Landlord shall use reasonable efforts to
complete any work requiring the suspension of Building
services and facilities during off-business hours when
reasonably and commercially practicable to do so); and
to change the arrangement and location of entrances or
passageways, doors, and doorways, corridors,
elevators; stairs, restrooms, or other public parts of
the Building;
	 
	 	 
	 

	 	     (b) to take such reasonable measures as Landlord deems
advisable for the security of the Building and its
occupants, including without limitation searching all
items entering or leaving the Building; evacuating the
Building for cause, suspected cause, or for drill
purposes; temporarily denying access to the Building;
and closing the Building after normal business hours
and on Saturdays, Sundays, and Holidays, subject,
however, to Tenant’s right to enter when the Building
is closed after normal business hours under such
reasonable regulations as Landlord may prescribe from
time to time which may include by way of example, but
not of limitation, that persons entering or leaving
the Building, whether or not during normal business






 









 






	 	 	 
	 

	 	hours, identify themselves to a security officer by
registration or otherwise and that such persons
establish their right to enter or leave the Building;
	 
	 	 
	 

	 	     (c) after giving Tenant not less than thirty (30)
days’ prior written notice, to change the name by
which the Building is designated; and
	 
	 	 
	 

	 	     (d) subject to Tenant’s security procedures, upon
reasonable advance notice, to enter the Premises
during Tenant’s regular business hours (or at any time
when accompanied by a representative of Tenant) to
show the Premises to prospective purchasers, lenders,
or, during the last six (6) months of the term of the
Lease, prospective tenants.
	 
	 	 
	 

	 	Notwithstanding anything hereinabove to the contrary,
except in the event of an emergency, “Tenant’s
Security Procedures”, described below, shall be
honored by Landlord, its employees, invitees,
contractors, agent and guests:
	 
	 	 
	 

	 	1) Landlord shall give Tenant 2 hours written notice
delivered by facsimile;
	 
	 	 
	 

	 	2) which notice shall state the names of the visitors
and the purpose and proposed duration of the visit;
	 
	 	 
	 

	 	3) except in cases of imminent danger to persons or
property, Landlord shall not have access to the
software development area or the data center or
computer room; and
	 
	 	 
	 

	 	4) in all events (except emergencies) Landlord and its
visitors must and shall be escorted by a duly
authorized representative of Tenant.
	 
	 	 
	SUBSTITUTION SPACE

	 	22. Intentionally Omitted
	 
	 	 
	MISCELLANEOUS

	 	23. (a) Landlord Transfer. Landlord may transfer, in
whole or in part, the Project and any of its rights
under this Lease. If Landlord assigns its rights
under this Lease and such assignee assumes Landlord’s
obligations hereunder, then Landlord shall thereby be
released from any further obligations hereunder, other
than those obligations accruing prior to the transfer
or assignment.
	 
	 	 
	 

	 	     (b) Landlord’s Liability. The liability of Landlord
to Tenant for any default by Landlord under the terms
of this Lease shall be limited to Tenants actual
direct, but not consequential, damages therefor and
shall be recoverable from the interest of Landlord in
the Project (including any rents, profits, or other
proceeds therefrom), and Landlord shall not be
personally liable






 









 






	 	 	 
	 

	 	for any deficiency. This section
shall not be deemed to limit or deny any remedies
which Tenant may have in the event of default by
Landlord hereunder which do not involve the personal
liability of Landlord. The liability of Tenant to
Landlord for any default by Tenant under the terms of
this Lease shall be limited to Landlord’s actual
direct, but not consequential, damages therefor.
	 
	 	 
	 

	 	     (c) Force Majeure. Other than for Tenants monetary
obligations under this Lease and obligations which can
be cured by the payment of money (e.g., maintaining
insurance), whenever a period of time is herein
prescribed for action to be taken by either party
hereto, such party shall not be liable or responsible
for, and there shall be excluded from the computation
for any such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or
materials, war, governmental laws, regulations, or
restrictions, or any other causes of any kind
whatsoever which are beyond the control of such party.
	 
	 	 
	 

	 	     (d) Brokerage. Landlord and Tenant each warrant to
the other that it has not dealt with any broker or
agent in connection with the negotiation or execution
of this Lease, other than Billingsley Property
Services, Inc. and Peloton Real Estate Partners, whose
commissions shall be paid by Landlord. Tenant and
Landlord shall each indemnify the other against all
costs, expenses, attorneys’ fees, and other liability
for commissions or other compensation claimed by any
broker or agent claiming the same by, through, or
under the indemnifying party.
	 
	 	 
	 

	 	     (e) Estoppel Certificates. From time to time, either
Landlord or Tenant shall furnish, within ten (10)
business days after request therefor, a signed
certificate confirming and containing such factual
certifications and representations as to this Lease as
the requesting party may reasonably request.
	 
	 	 
	 

	 	     (f) Notices. All notices and other communications
given pursuant to this Lease shall be in writing and
shall be (1) mailed by first class, United States
Mail, postage prepaid, certified, with return receipt
requested, and addressed to the parties hereto at the
address specified in the Basic Lease Information, (2)
hand delivered to the intended address, or (3) sent by
prepaid telegram, cable, facsimile transmission, or
telex followed by a confirmatory letter. Notice sent
by certified mail, postage prepaid, shall be effective
three business days after being deposited in the
United States Mail; all other notices shall be
effective upon delivery to the address of the
addressee. The parties hereto may change their
addresses by giving notice thereof






 









 







	 	 	 
	 

	 	to the other in
conformity with this provision.
	 
	 	 
	 

	 	     (g) Courtesy Copy of Notice. Landlord shall send a
copy of any notice or other communication given
pursuant to this Lease as follows:
	 
	 	 
	 

	 	     RealPage, Inc.
	 

	 	     4000 International Parkway
	 

	 	     Carrollton, TX 75007
	 

	 	     Attn: General Counsel
	 
	 

	 	     Any copy so delivered pursuant to this Section 23.(g)
shall not constitute notice hereunder.
	 
	 	 
	 

	 	     (h) Separability. If any clause or provision of this
Lease is illegal, invalid, or unenforceable under
present or future laws, then the remainder of this
Lease shall not be affected thereby and in lieu of
such clause or provision, there shall 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.
	 
	 	 
	 

	 	     (i) Amendments; and Binding Effect. This Lease may
not be amended except by instrument in writing signed
by Landlord and Tenant. No provision of this Lease
shall be deemed to have been waived by Landlord or
Tenant unless such waiver is in writing signed by
Landlord or Tenant, and no custom or practice which
may evolve between the parties in the administration
of the terms hereof shall waive or diminish the right
of Landlord or Tenant to insist upon the performance
by Landlord or Tenant in strict accordance with the
terms hereof. The terms and conditions contained in
this Lease shall inure to the benefit of and be
binding upon the parties hereto, and upon their
respective successors in interest and legal
representatives, except as otherwise herein expressly
provided. This Lease is for the sole benefit of
Landlord and Tenant, and, other than Landlord’s
Mortgagee, no third party shall be deemed a third
party beneficiary hereof.
	 
	 	 
	 

	 	     (j) Quiet Enjoyment. Provided Tenant has performed
all of the terms and conditions of this Lease to be
performed by Tenant, Tenant shall peaceably and
quietly hold and enjoy the Premises for the Term,
without hindrance from Landlord or any party claiming
by, through, or under Landlord, subject to the terms
and conditions of this Lease.






 









 






	 	 	 
	 

	 	     (k) Joint and Several Liability. If there is more
than one Tenant, then the obligations hereunder
imposed upon Tenant shall be joint and several. If
there is a guarantor of Tenant’s obligations
hereunder, then the obligations hereunder imposed upon
Tenant shall be the 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.
	 
	 	 
	 

	 	     (l) Use of Lobby and/or Common Areas. During the
term, and only on weekends, Holidays, and between the
hours of 6:00 p.m. and 7:00 p.m. on weekdays (other
than Holidays), Tenant shall have the right to use the
Building lobby and/or common areas, without charge for
any Tenant-sponsored event, provided (a) Tenant gives
Landlord reasonable prior written notice of the date,
time and nature of the event, (b) the date and time
for the event do not conflict with another previously
scheduled event, (c) Tenant reimburses Landlord for
all out-of-pocket expenses Landlord incurs in
connection with the event, (d) Tenant indemnifies and
holds Landlord harmless from and against any and all
claims, actions, damages, or liens resulting from
Tenant’s use of the lobby and/or common areas,
including any reasonable attorney’s fees incurred by
Landlord, (e) Tenant complies in all respects with
applicable law, (f) Landlord approves, in its sole
discretion, in all aspects of Tenant’s intended use of
the Building lobby and/or common areas, and (g) Tenant
shall not use the Building lobby and/or common areas
for such events for more than twelve (12) days in any
calendar year.
	 
	 	 
	 

	 	     (m) Captions. The captions contained in tins Lease are
for convenience of reference only, and do not limit or
enlarge the terms and conditions of this Lease.
	 
	 	 
	 

	 	     (n) No Merger. There shall be no merger of the
leasehold estate hereby created with the fee estate in
the Premises or any part thereof if the same person
acquires or holds, directly or indirectly, this Lease
or any interest in this Lease and the fee estate in
the leasehold Premises or any interest in such fee
estate.
	 
	 	 
	 

	 	     (o) No Offer. The submission of this Lease to Tenant
shall not be construed as an offer, nor shall Tenant
have any rights under this Lease unless Landlord
executes a copy of this Lease and delivers it to
Tenant.






 









 






	 	 	 
	 

	 	     (p) Exhibits. The following exhibits hereto are
incorporated herein by this reference:
	 
	 	 
	 

	 	     Exhibit A — Outline of Premises
	 

	 	     Exhibit A-1 — Legal Description of the Land
	 

	 	     Exhibit B — Building Rules and Regulations
	 

	 	     Exhibit C — Operating Expenses
	 

	 	     Exhibit D — Tenant Finish Work: Allowance
	 

	 	     Exhibit D-1 — Shell Construction
	 

	 	     Exhibit D-2 — Space Plan
	 

	 	     Exhibit E — Renewal Option
	 

	 	     Exhibit F — Parking
	 

	 	     Exhibit G — Janitorial Specifications
	 

	 	     Exhibit H — Signage Criteria
	 

	 	     Exhibit I — Furniture
	 

	 	     Exhibit J — Conduit
	 

	 	     Exhibit J-1 — Conduit Diagram
	 
	 	 
	 

	 	     (q) Entire Agreement. This Lease constitutes the
entire agreement between Landlord and Tenant regarding
the subject matter hereof and supersedes all oral
statements and prior writings relating thereto.
Except for those set forth in this Lease, no
representations, warranties, or agreements have been
made by Landlord or Tenant to the other with respect
to this Lease or the obligations of Landlord or Tenant
in connection therewith.
	 
	 	 
	 

	 	     (r) INTENTIONALLY DELETED
	 
	 	 
	 

	 	     (s) Representations and Warranties. Landlord and
Tenant each represent and warrant that the person
executing this Lease on its behalf is acting in his or
her capacity as an officer or partner, as applicable,
with due authorization and authority to bind Landlord
or Tenant, as applicable, to this Lease. Landlord
represents and warrants that it has good title to the
Project so to fully and properly lease the Premises to
Tenant as provided herein. Landlord further
represents and warrants to Tenant that (i) the
Building is zoned in conformity with applicable laws
in a manner permitting the use of the Premises as
contemplated under this Lease, (ii) that all
entrances, driveways and access roads upon the Land
afford legal access to public rights-of-way and
streets and permit (and shall throughout the Term of
this Lease continue to permit) ingress to and egress
from the Building by way of such rights-of-way and
streets, (iii) that the Project contains sufficient
parking and otherwise fully complies with all
applicable governmental requirements, (iv) that
Landlord is not required to






 









 






	 	 	 
	 

	 	obtain any consent to
execute or perform this Lease, and (v) that the
Building is not subject to any restrictive covenants
or other encumbrances that would restrict the use of
the Premises as contemplated under this Lease in any
manner as of the Commencement Date. Landlord
represents and warrants that the Project conforms
currently and shall, as of the Commencement Date,
conform in all material respects to all applicable
laws, ordinances, rules and regulations generally
applicable to commercial office buildings in
Carrollton, Texas, and specifically applicable to the
Project and Building. Further, Landlord represents
and warrants that there are no lawsuits pending, or to
the knowledge of Landlord threatened, against Landlord
which if adversely decided against Landlord would
affect Tenant’s use and occupancy of the Premises or
Landlords ability to carry out its obligations under
this Lease, there is no proceeding pending, or to the
knowledge of Landlord contemplated or threatened, that
would affect the amount of the real estate taxes
assessed against the Project (except for routine real
estate valuation protests) and that, to the knowledge
of Landlord, the Project is free from material
physical defects. Other than any express warranties
contained herein, neither Landlord nor Tenant make any
implied warranties of any kind or nature, and the
parties hereby waive any claims upon any such implied
warranties.
	 
	 	 
	 

	 	     (t) Building Name. Landlord agrees not to name the
Building or Project after a competitor of Tenant or to
provide Building signage to a competitor of Tenant’s.
A “Competitor of Tenant” for this purpose is any
person or entity that offers to consumers or other
users real estate management and/or analysis software
(excluding general accounting or analysis software
routinely used by companies not engaged in the
management of real estate), tenant applicant
screening, utility billing and submetering services
for the multifamily industry and/or web page design
services or products are reviewed by trade
publications against those of Tenant.
	 
	 	 
	 

	 	     (u) Refurbishment Allowance. In the event Tenant
exercises its right to renew the Lease for an
additional Term of three (3) or five (5) years, then
Landlord shall provide Tenant a Refurbishment
Allowance equal to $5.00 per Rentable Square Foot of
which $2.00 per Rentable Square Foot may be a
reimbursement for improvements previously made to the
Premises by Tenant and $3.00 per Rentable Square Foot
for additional improvements as needed by Tenant. The
Refurbishment Allowance shall be subject to the
conditions set forth in Exhibit D of this Lease. In
the event Tenant renews for a






 









 






	 	 	 
	 

	 	second five (5) year
term, Landlord will agree to add an additional $5.00
per Rentable Square Foot Refurbishment Allowance. The
Refurbishment Allowances provided for in this section
shall be considered when determining the prevailing
market rate for any renewal option.
	 
	 	 
	 

	 	(v) Counterpart Execution. This Lease may be executed
in any number of counterparts, each of which shall be
an original, but such counterparts together shall
constitute one and the same instrument. Additionally,
this Lease may be executed by facsimile signatures and
any such facsimile signature shall be deemed an
original signature for all purposes.
	 
	 	 
	 

	 	(w) Waiver of Rights Under Section 93.012 of the Texas
Property Code. Landlord and Tenant are knowledgeable
and experienced in commercial transactions and hereby
agree that the provisions of this Lease for
determining charges, amounts and additional Rent
payable by Tenant are commercially reasonable and
valid even though such methods may not state a precise
mathematical formula for determining such charges,
amounts or additional Rent. ACCORDINGLY, TENANT
VOLUNTARILY AND KNOWINGLY WAIVES ALL RIGHTS AND
BENEFITS OF TENANT UNDER SECTION 93.012, ENTITLED
“ASSESSMENT OF CHARGES”, OF THE TEXAS PROPERTY CODE,
AS ENACTED BY HOUSE BILL 2186, 77TH LEGISLATURE, AS
SUCH SECTION NOW EXISTS OR AS MAY BE HEREAFTER AMENDED
OR SUCCEEDED.





DATED as of the date first above written.




{END OF PAGE; SIGNATURE PAGES FOLLOW}




 









 




{SIGNATURE PAGE TO LEASE AGREEMENT — 4120 INTERNATIONAL PARKWAY — REALPAGE, INC.}




LANDLORD:




Savoy IBP 8, Ltd.

a Texas limited partnership




By: Savoy IBP 8 GP, LLC,

a Texas Limited Liability Company

its general partner




	 	 	 	 	 
	By: 

Name:

	 	/s/ Mack W. Dennis
 

Mack W. Dennis
	 	 
	Title:

	 	Senior Vice President	 	 






 









 




{SIGNATURE PAGE TO LEASE AGREEMENT — 4120 INTERNATIONAL PARKWAY — REALPAGE, INC.}




TENANT:




RealPage, Inc., a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Stephen T. Winn
 

Stephen T. Winn
	 	 
	Title:

	 	Chairman, CEO & President	 	 






 









 





EXHIBIT A




OUTLINE OF THE PREMISES








INTERNATIONAL BUSINESS PARK- PHASE VIII, lst FLOOR

4120 International Parkway, Carrollton, TX




 









 





EXHIBIT A-1




LEGAL DESCRIPTION OF THE LAND



     BEING a Tract of land in the D. Andrews Survey, Abstract No. 1455, and being a part of that
certain 46.406 acre tract of land conveyed to CB Parkway/Midway Investors, Ltd., by First Madison
Bank, FSB by deed recorded in instrument No. 94-R0025237 of the Real Property Records of Denton
County, Texas, and being more particularly described as follows:



     COMMENCING at a 1/2” iron rod found for corner along the northerly line of International
Parkway (a 100’ R.O.W. at this point, 50’ from centerline), said point being the most westerly
corner of the replat of Lot 1R, Block 1, International Business Park Subdivision as recorded in
Cab. P, SI. 279, said point being in a curve to the right having a central angle of 14°38’08”, a
radius of 1743.46 feet and a chord bearing of N47°00’29“W, 444.12 feet;



     THENCE along said curve to the right for an arc distance of 445.33 feet to a 1/2” iron rod set
for corner and being the POINT OF BEGINNING of this description;



     THENCE along a curve to the right having a central angle of 07°23’18”, a radius of 1743.46
feet, a chord bearing of N35°59’46“E, a chord distance of 224.67 feet, a distance of 224.82 feet
along the curve to a 1/2” iron rod found for corner at the southeast corner of the replat of Credit
Management Addition as recorded in Cab. P, SI. 131;



     THENCE N45°09’23“E, along the southeast line of said replat of Credit Management Addition, a
distance of 813.28 feet to a 1/2” iron rod found for corner in the south line of Lot 3, Block 1,
International Business Park as recorded in Cab. R, SI, 204;



     THENCE S88°21’39“E along a south line of said Lot 3, Block 1, a distance of 316.64 feet to a
1/2” iron rod found for corner;



     THENCE S01°38’21“W along a west line of said Lot 3, Block 1, a distance of 161.26 feet to a
1/2” iron rod found for corner at a common point of Lot 2 and Lot 3, Block 1;



     THENCE N88°21’39“W along a north line of Lot 2, Block 1, International Business Park
Subdivision, a distance of 21.59 feet to a 1/2” iron rod found for corner;



     THENCE S01°38’21“W along a west line of said Lot 2, Block 1, a distance of 305.60 feet to a
1/2” iron rod set for corner;



     THENCE N88°21’39“W, a distance of 185.70 feet to a 1/2” iron rod set for corner;



     THENCE N01°38’21“E, a distance of 213.00 feet to a 1/2” iron rod set for corner;



     THENCE N88°21’39“W, a distance of 129.00 feet to a 1/2” iron rod set for corner;



     THENCE N01°38’21“E, a distance of 40.00 feet to a 1/2” iron rod set for corner;



 









 





     THENCE N88°21’39“W, a distance of 60.00 feet to a 1/2” iron rod set for corner;



     THENCE S01°38’21“W, a distance of 253.00 feet to a 1/2” iron rod set for corner;



     THENCE N88°21’39“W, a distance of 189.00 feet to a 1/2” iron rod set for corner;



     THENCE S01°38’21“W, a distance of 253.00 feet to a 1/2” iron rod set for corner;



     THENCE N88°21’39“W, a distance of 99.79 feet to a 1/2” iron rod set for corner;



     THENCE S50°18’35“W, a distance of 72.42 feet to the POINT OF BEGINNING and containing 264,792
square feet which is 6.079 acres of land.



 









 





EXHIBIT A-2




PARKING








 









 





EXHIBIT B




BUILDING RULES AND REGULATIONS



     The following rules and regulations shall apply to the Project and the appurtenances thereto:



     1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be
obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from
their respective leased premises and for going from one to another part of the Building.



     2. Plumbing, fixtures and appliances shall he used only for the purposes for which designed,
and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein.
Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents,
employees or invitees, shall be paid by such tenant.



     3. No signs, advertisements or notices shall be painted or affixed on or to any windows or
doors or other part of the Building without the prior written consent of Landlord. No nails, hooks
or screws (other than those which are necessary to hang paintings, prints, pictures, or other
similar items on the Premises’ interior walls) shall be driven or inserted in any part of the
Building except by Building maintenance personnel. No curtains or other window treatments shall be
placed between the glass and any Building standard window treatments.



     4. Landlord shall provide and maintain an alphabetical directory for all tenants in the main
lobby of the Building.



     5. Landlord shall provide all door locks in each tenant’s leased premises, at the cost of such
tenant, and no tenant shall place any additional door locks in its leased premises without
Landlord’s prior written consent. Landlord shall furnish to each tenant three keys to such
tenant’s leased premises free of charge, with additional keys provided at such tenant’s cost, and
no tenant shall make a duplicate thereof. Security Building access cards shall be provided by
Landlord to tenants after receipt of a $10.00 deposit per card.



     6. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt
by tenants of any bulky material, merchandise or materials which require use of elevators or
stairways, or movement through the Building entrances or lobby, shall be conducted so not to
unreasonably interfere with the use of the Building by Landlord and other tenants, and if
reasonably required by Landlord, under its supervision and control. Tenant assumes all risks of
and shall be liable for all damage to articles moved and injury to persons or public engaged or not
engaged in such movement, including equipment, property and personnel of Landlord if damaged or
injured as a result of acts in connection with carrying out this service for such tenant.



     7. All damage to the Building caused by the installation, placement, or removal of any
property of a tenant, or done by a tenant’s property while in the Building, shall be repaired at
the expense of such tenant. No tenant shall be liable for any damage resulting solely from the
weight of any items placed in the Building by such tenant provided such items do not, in the
aggregate, exceed the building weight loads specified by Landlord.



 









 





     8. Corridor doors, when not in use, shall be kept closed. Nothing shall be swept or thrown
into the corridors, halls, elevator shafts or stairways. No birds or animals other than animals
assisting the disabled shall be brought into or kept in, on or about any tenant’s leased premises.
No portion of any tenant’s leased premises shall at any time be used or occupied as sleeping or
lodging quarters.



     9. Tenant shall cooperate with Landlord’s employees in keeping the Building and its leased
premises neat and clean. Tenants shall not employ any person for the purpose of such cleaning
other than the Building’s cleaning and maintenance personnel.



     10. To ensure orderly operation of the Building, no ice, mineral or other water, towels,
newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord.



     11. Tenant shall not make or permit any improper, objectionable or unpleasant noises or odors
in the Building or otherwise interfere in any way with other tenants or persons having business
with them.



     12. No machinery of any kind (other than normal office equipment) shall be operated by any
tenant on its leased area without Landlord’s prior written consent, nor shall any tenant use or
keep in the Building any flammable or explosive fluid or substance not approved in writing in
advance by Landlord.



     13. Landlord will not be responsible for lost or stolen personal property, money or jewelry
from tenant’s leased premises or public or common areas regardless of whether such loss occurs when
the area is locked against entry or not.



     14. In the event any vending machines are maintained in the Building for common use by all
tenants, no vending or dispensing machines of any kind may be maintained in any leased premises
without the prior written permission of Landlord, which consent shall not be unreasonably delayed,
withheld or conditioned. Any vending machines contained in any leased premises shall be for the
sole use of the applicable tenant, its employees and guests.



     15. All mail chutes located in the Building shall be available for use by Landlord and all
tenants of the Building according to the rules of the United Stales Postal Service.



     16. No smoking of any type is permitted in any portion of the Building, including any portion
thereof leased by tenants. Landlord shall designate smoking areas outside of the Building.



     17. No firearms or weapons of any type are permitted upon the Land or within the Project.



     18. While at the Project, Tenant, its employees, agents and guests shall behave in a manner
consistent with that expected in a Class A office building located in North Dallas.



     19. Tenant shall notify Landlord before holding an event in a common area of the Project or
serving alcohol.



 









 





     20. In order to maintain and operate the parking areas in an orderly manner, Landlord reserves
the right to establish any reasonable system of parking monitoring, including the issuance of
vehicle identification stickers, and all persons parking in the parking areas shall comply with
such system. Tenant and Tenant’s employees shall park their cars only in those portions of the
parking areas that are from time to time designated for that purpose by Landlord. Landlord shall
have the right from time to time to relocate parking areas within the Project for use by Tenant.
Tenant shall furnish in wilting the make, model, color and state automobile license number
(automobile license numbers to be submitted on a yearly basis) assigned to Tenant’s cars within
thirty (30) days after taking possession of the Premises and shall thereafter notify Landlord in
writing of any changes within five (5) days. In the event Tenant or its employees, agents or
licensees fail to park their cars in the parking areas so designated from time to time by Landlord,
then any requirements in the Lease regarding prior notice to Tenant or the expiration of any grace
period, or both, shall not apply and Landlord at its option shall have the following right and
option, but only after first placing one prior written notice of violation on vehicles that are
parked in violation of these parking rules and regulations, to tow such vehicles away each at
Tenant’s or the vehicle owner’s cost and expense. Parking areas shall be used only for parking
vehicles no longer than full-size passenger automobiles, SUV’s or 1/2 ton pick-up trucks. The
maintenance, washing, waxing or cleaning of vehicles in the parking structure or elsewhere in the
Project is prohibited. Such parking use as is herein provided is intended merely as a license only
and no bailment is intended or shall be created hereby.



     21. Tenant shall provide Landlord forty-eight (48) hour notice if it intends to operate any
form of shuttle or bus service (whether on a recurring basis or for a one-time special event). In
order to maintain and operate the parking areas in an orderly manner and provide for the safety of
the tenants, Landlord reserves the right to designate drop-off and pick-up locations and traffic
flow patterns.



 









 





EXHIBIT C




OPERATING EXPENSES



     1. Tenant shall pay from time to time an amount (the “Excess”) calculated by
multiplying (a) the amount by which the Basic Cost (defined below), divided by the Total Rentable
Square Feet, exceeds 2006 Base Year Stop (the “Expense Stop”), by (b) the Rentable Square
Feet. The Excess may be calculated and collected annually in arrears on a calendar year basis and,
in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written
statement (the “Annual Operating Statement”) reflecting the Basic Cost for the calendar
year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement
shall be furnished by April 1 immediately following the applicable calendar year, or as soon
thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then
reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify
Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof),
whereafter, Tenant shall pay to Landlord, in advance on the first day of each calendar month of
such year (or part thereof), an amount equal to the estimated Excess divided by 12 (or such lesser
number of months as applicable). From time to time during any calendar year, Landlord may
re-estimate the Excess for that calendar year and the monthly installments of Excess payable by
Tenant shall be adjusted accordingly so that, by the end of the calendar year in question, Tenant
shall have paid the full Excess as estimated by Landlord for such year. The Basic Cost (other than
the first year in which the Building is occupied) and Expense Stop shall be prorated for any
portion of the Term which is less than a full calendar year.



     2. The term “Basic Cost” shall mean all expenses and disbursements of every kind
(subject to the limitations set forth below) which Landlord incurs, pays or becomes obligated to
pay in connection with the ownership, operation, and maintenance of the Project (including the
associated parking facilities), determined in accordance with generally accepted federal income tax
basis accounting principles consistently applied, including but not limited to the following:



          (a) Wages and salaries of all employees engaged on-site in the Project in the operation,
repair, replacement, maintenance, landscaping and security of the Project, including taxes,
insurance and benefits relating thereto, such costs to be allocated based on the relative rentable
square footage of the buildings directly managed by these personnel if they are providing services
to multiple buildings;




          (b) All supplies and materials used in the operation, maintenance, landscaping, repair,
replacement, and security of the Project;




          (c) Annual cost of all capital improvements made to the Project which although capital in
nature can reasonably be expected to reduce the normal operating costs of the Project, as well as
all capital improvements made in order to comply with any law hereafter promulgated by any
governmental authority, as amortized over the useful economic life of such improvements as
determined in accordance with generally accepted federal income tax basis accounting principles
consistently applied;







 









 








          (d) Cost of all utilities, other than the cost of utilities paid directly by Tenant or
actually reimbursed to Landlord by Tenant or other Building tenants (including Tenant under Section
4.(b) of the Lease);




          (e) Cost of any insurance or insurance related expense applicable to the Project and
Landlord’s personal property used in connection therewith;




          (f) All taxes and assessments and governmental charges whether federal, state, county or
municipal, and whether they be by taxing or management districts or authorities presently taxing or
by others, subsequently created or otherwise, and any other taxes and assessments attributable to
the Project (or its operation), excluding, however, federal and state taxes on income
(collectively, “Taxes”) (and Landlord shall make reasonable and diligent efforts, as deemed
necessary or appropriate in Landlord’s reasonable discretion, to contest property valuations and
otherwise minimize Taxes which may include retaining a tax consultant to assist in determining the
fair tax valuation of the Project and protesting any unfair valuations, with all associated costs
being a Basic Cost). Notwithstanding the above, if the present method of taxation changes so that
in lieu of the whole or any part of any Taxes levied on the Project, there is levied on Landlord a
capital tax directly on the rents received therefrom or a franchise tax, assessment, or charge
based, in whole or in part, upon such rents for the Building, then all such taxes, assessments, or
charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for
the purposes hereof;




          (g) Cost of repairs, replacements, and general maintenance of the Project, other than
replacement of the roof, foundation and exterior walls of the Building;




          (h) Cost of service or maintenance contracts with independent contractors for the operation,
maintenance, landscaping, repair, replacement, or security of the Project (including, without
limitation, alarm service, window cleaning, and elevator maintenance);




          (i) A management fee (not to exceed 4.00%), which may be paid to Landlord or any affiliates
thereof, as a percentage of the Rent received from tenants of the Building each month;




          (j) Costs for landscaping and maintaining the medians within the Park, such costs to be
allocated based on a fraction of which the numerator is the linear footage of frontage of the
Project to International Parkway/Midway Road and the denominator which is the total linear
footage of frontage in the Park bounded by the medians;




          (k) Security for the Project, such costs to be allocated to each building based on relative
rentable square footage when multiple buildings are covered by one contract; and




          (l) A pro rata portion of the salary and benefits (including taxes and insurance) of the
Senior Property Manager located off-site at Landlord’s corporate offices, such costs to be
allocated among all buildings managed by such employees based on rentable square footage.




          Any Basic Cost incurred in connection with any work performed, or services provided, to or for
the benefit of one or more of the buildings located in the office park of which the Project is a
part and commonly referred to as the International Business Park shall be allocated between all
such buildings, including the Building, on a per square foot of rentable area basis.







 









 







There are specifically excluded from the definition of the term “Basic Cost” costs (1) for
capital improvements made to the Project, other than capital improvements described in Section
2.(c) above and except for items which, though capital for accounting purposes, are properly
considered maintenance and repair items, such as painting of common areas, replacement of carpet in
elevator lobbies, and the like; (2) for repair, replacements and general maintenance made necessary
by fire or other casualty, or paid by proceeds of insurance or by Tenant or other third parties,
and alterations attributable solely to tenants of the Building other than Tenant; (3) for interest,
amortization or other payments on loans to Landlord; (4) for depreciation of the Building; (5) for
leasing commissions or marketing or promotional expenses; (6) for legal expenses, other than those
incurred for the general benefit of the Building’s tenants (e.g., tax disputes); (7) for renovating
or otherwise improving space for occupants of the Building or vacant space in the Building; (8) for
correcting defects in the construction of the Building; (9) for overtime or other expenses of
Landlord in curing defaults or performing work expressly provided in this Lease to be borne at
Landlord’s expense; (10) for federal income taxes imposed on or measured by the income of Landlord
from the operation of the Project; (11) repairs or replacements necessitated by Landlord’s gross
negligence or willful misconduct; (12) amounts reimbursed to Landlord pursuant to any warranty or
by Tenant or any other tenant or third party; (13) reserves for future expenses; (14) late charges
or penalties incurred as a result of Landlord’s failure to pay any bills or charges when due; (15)
general overhead of Landlord (not including any goods or services used or provided directly for the
benefit of the Project); (16) amounts incurred to remediate any hazardous substances as defined by
applicable environmental law unless caused in whole or in part by Tenant, its officers, employees,
agents, contractors or customers; and (17) for rent or other payment due under any ground lease for
any or all the Land.




     3. The Annual Operating Expense Statement shall include a statement of Landlord’s actual Basic
Cost for the previous year adjusted as provided in Section 4 of this Exhibit. If Tenant has paid
estimated Excess and the Annual Operating Expense Statement reveals that Tenant paid more for Basic
Cost than the actual Excess in the year for which such statement was prepared, then Landlord shall
credit or reimburse Tenant for such excess within thirty (30) days after delivery of the Annual
Operating Expense Statement; conversely, if Tenant paid less than the actual Excess, then Tenant
shall pay Landlord such deficiency within thirty (30) days after delivery of the Annual Operating
Expense Statement.



     4. With respect to any calendar year or partial calendar year in which the Building is not
occupied to the extent of 95% of the rentable area thereof, the Variable Basic Costs (defined
below) for such period shall, for the purposes hereof, be increased to the amount which would have
been incurred had the Building been occupied to the extent of 95% of the rentable area thereof. As
used herein, “Variable Basic Costs” means any Basic Cost that is variable in correlation
with the level of occupancy of the Building.



     5. Notwithstanding any other provisions of this Exhibit, for purposes of computing Basic Cost,
in no event shall all aggregate Controllable Expenses (defined below) for any calendar year exceed
the immediately prior calendar year’s aggregate Controllable Expenses (limited as to increases as
herein provided) by more than 7%. “Controllable Expenses” mean all items of Basic Costs excluding
2(c) (only to the extent they are capital improvements made to comply with any law hereafter
promulgated by any governmental authority), (d), (e), and (f) of this Exhibit.



 









 





     6. Upon receipt of an Annual Operating Expense Statement, Tenant, at its expense, shall have
the right, upon thirty (30) days written notice to Landlord, to audit or cause to be audited the
financial records for the Project for the period reflected in such Annual Operating Expense
Statement. Such audit shall be performed by a certified independent accounting firm which shall be
of national standing and which is not compensated on a contingency basis. Should the Tenant’s
audit demonstrate that the Basic Cost for such period are miscalculated by more than five percent
(5%), Landlord shall reimburse Tenant for the actual cost of the audit. In any event, Landlord
shall reimburse Tenant for any charges found to be in error and likewise, Tenant shall pay to
Landlord any net undercharges discovered as a result of the audit. Such audit must be completed
during normal business hours in the property manager’s office or other location designated by
Landlord and within one hundred eighty (180) days of Tenant’s receipt of the applicable Annual
Operating Expense Statement.



 









 





EXHIBIT D




TENANT FINISH-WORK: ALLOWANCE



     1. Tenant Allowance. Landlord shall provide Tenant with a cash allowance of $10.00
per rentable square foot and No/100 Dollars ($10.00 per RSF) to be used by Tenant initially to
offset costs and expenses incurred in designing and constructing the tenant improvements as
contemplated by Section 2 hereof. This allowance shall be paid to Tenant by Landlord following
Tenant’s completion of its tenant improvements and within ten (10) business days of Tenant’s
submission of (1) paid invoices and final lien waivers, (2) a certificate of substantial completion
provided by the project architect, and (3) a certificate of occupancy for the Premises. A minimum
of $4.00 per square foot of rentable square feet of the allowance must be used for construction
labor and materials in completion of improvements (including, without limitation, the installation
of cabling and conduit) to the Premises that, at the end of the Term, must remain and could be
reasonably expected to be used by a subsequent tenant. Tenant may utilize up to $6.00 per square
foot of rentable square feet of any remainder of the allowance for including without limitation,
purchase of data center equipment, signage, to offset consultant/design costs and relocation costs
of Tenant. In the event that the amount of the tenant improvement allowance is not sufficient to
offset all of the costs and expenses incurred by Tenant in constructing its tenant improvements
(including, without limitation, costs for design, preparation of working drawings, construction
labor and materials, electrical usage during construction, janitorial services, signage, fees and
related non-ad valorem taxes and insurance), Tenant shall pay any required additional costs and
expenses from its own funds. In the event that the amount of the tenant improvement allowance
exceeds Tenant’s actual cost of Tenant’s initial tenant finish, then any unused portion of the
allowance shall continue to remain payable to Tenant through March 31, 2007 with respect to
Tenant’s future permitted alterations to the Premises, subject to the terms and conditions
applicable to the allowance under this Lease, including, without limitation, the minimum
requirements to be used for construction labor and materials for improvements set forth above.



     2. Tenant Improvements. Tenant shall, at its sole cost and expense, but with the
assistance of the Tenant Allowance described above, commence promptly after delivery of the
Premises to Tenant, and thereafter diligently pursue completion of the performance all work and
furnishing of all materials needed to complete construction and fit-up of the Premises in
accordance with Tenant’s space plans, which are attached hereto as Exhibit “D-2”. Tenant shall
secure all necessary permits and comply with all applicable laws. Tenant’s work may be performed
only by contractors and subcontractors approved in writing by Landlord, which approval shall not be
unreasonably withheld, conditioned or relayed. Tenant shall cause all contractors and
subcontractors to procure and maintain insurance coverage against such risks, in such amounts, and
with such companies as Landlord may reasonably require. All such work shall be performed in
accordance with all legal requirements and in a good and workmanlike manner so as not to damage the
Premises, the structure of the Building, or plumbing, electrical lines, or other utility
transmission facilities or Building mechanical systems. All such work which may affect the
Building’s electrical, mechanical, plumbing or other systems must be approved by the Building’s
engineer of record. Landlord shall receive a construction supervision fee, equal to Four Thousand
and No/100 Dollars ($4,000.00), for plan review, supervisory services and coordination of the
tenant improvements.



 









 





     3. Additions and Improvements by Tenant. No improvements or alterations in or upon
the Premises, including not by limitation paint, wall coverings, floor coverings, light fixtures,
window treatments, signs, advertising, or promotional lettering or other media, shall be installed
or made by Tenant except in accordance with plans and specifications which have been previously
submitted to and approved in writing by Landlord, which approval shall not be unreasonably withheld
or delayed, except that Landlord may withhold approval of any improvements or alterations which it
determines, in its sole reasonable opinion, will materially and adversely affect any structural or
aesthetic (only to the extent visible from outside the Premises or common areas) aspect of the
Building or Building Systems. All improvements and alterations (whether temporary or permanent in
character) made in or upon the Premises by Tenant, shall (i) comply with all applicable laws,
ordinances, rules and regulations, and (ii) be Landlord’s property at the end of the Term and shall
remain on the Premises without compensation to Tenant unless, prior to installation, Tenant
provides Landlord with written notice of all items which may be removed by Tenant and Landlord
consents to such removal in advance. Such consent shall not be unreasonably withheld provided
Landlord may condition such consent as it deems reasonably necessary including not by limitation
requiring Tenant to replace any items upon removal with similar items comparable to any such items
in the Building or, if not applicable, then Comparable Buildings. Failure to remove such
improvements, additions and alterations shall not be deemed a holding over under the terms of this
Lease, but shall be deemed an abandonment of such improvements, additions and alterations, and
Tenant shall incur no costs for the removal thereof. Any alterations, additions or improvements
costing more than $25,000 per occurrence and any installation of special equipment requiring
exceptional electric service or exceeding the building floor live load rating shall be subject to
Landlord’s approval, which shall not be unreasonably withheld or delayed.


Approval by Landlord of any of Tenant’s drawings and plans and specifications prepared in
connection with any improvements in the Premises shall not constitute a representation or warranty
of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or the
improvements to which they relate, for any use, purpose, or condition, but such approval shall
merely be the consent of Landlord as required hereunder.



Tenant shall not permit any mechanic’s liens to be filed against the Project for any work
performed, materials furnished, or obligation incurred by or at the request of Tenant. If such a
lien is filed, then Tenant shall, within thirty (30) days after Landlord has delivered notice of
the filing to Tenant, either pay the amount of the lien or diligently contest such lien and deliver
to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to
timely take either such action, then Landlord may pay the lien claim without inquiry as to the
validity thereof, and any amounts so paid, including expenses and interest, shall be paid by Tenant
to Landlord within ten (10) days after Landlord has delivered to Tenant an invoice therefor.




     4. To the extent not inconsistent with this Exhibit, Section 7.(a) of the Lease shall govern
the performance of the Work and Landlord’s and Tenant’s respective rights and obligations regarding
the improvements installed pursuant thereto.



 









 






EXHIBIT D-1




SHELL CONSTRUCTION



Building Structure:




	 	 	 
	Structural System

	 	Steel columns, beams & joists
	First Floor Construction

	 	 4” slab on grade over 2’ select fill; 3,000 psi
	Second Floor Construction

	 	 3” concrete on metal deck over bar joists
	Roof Construction

	 	 3-ply built up asphalt, over R-19 insulation on metal
deck over bar joists
	Design Loads (Corridors)

	 	 100 lb/sf live load
	Design Loads (Office Areas and Mezzanine)

	 	 50 lb/sf live load + 20 lb/sf partitions
	Typical Structural Bay

	 	 30’x30’
	Building Exterior

	 	 8” thick concrete tilt-wall panels; 5/8” drywall taped;
3-5/8” studs & R-13 bait insulation
	Windows

	 	 10’x10’ typical openings, vision glass from 30” AFF to
10’ AFF/spandrel above
	Window Frames

	 	 4-1/2” deep frames, flush front glazed, Kynar finished
	Window Coverings

	 	 1” Horizontal Blinds
	Curtain Wall

	 	 8” deep frames, front glazed, Kynar finished
	Glass

	 	 1” insulating glass, evergreen, w/16% reflective
stainless steel coating
	Floor-to-Floor Height

	 	 15’
	Ceiling Height

	 	 10’
	Elevator Size & Capacity

	 	Hydraulic, 5’8“x 8’5”, 5,000 lb. capacity
	Exit Stair Floors

	 	Carpet
	Exit Stair Walls & Ceilings

	 	Painted Drywall
	Ceiling System

	 	Beveled regular edge grid stacked on floor, USG Eclipse

tile, white, stacked
	Lobby Floor

	 	Stone Tile
	Lobby Walls & Ceiling

	 	Painted Drywall, panelized with reveals
	Lobby Stair

	 	Painted Steel, with maple and cherry veneer screen panels
	Lobby Stair Carpet

	 	Carpet Runner
	Corridor Floor

	 	Carpet
	Corridor Walls

	 	Vinyl Wall Covering & Cove Base @ corridor side only
	Corridor Ceiling

	 	2x4 Lay-in, including light fixtures, HVAC & life safety

devices
	Toilet Rooms/Fixtures (Men’s-North)

	 	 2; each with 2 toilets (1 HC), 2 urinals, 2 lavatories
	Toilet Rooms/Fixtures (Men’s-South)

	 	 2; each with 2 toilets (1 HC), 2 urinals, 2 lavatories
	Toilet Rooms/Fixtures (Women’s-North)

	 	 2; each with 4 toilets (1 HC), 3 lavatories
	Toilet Rooms/Fixtures (Women’s-South)

	 	 2; each with 5 toilets (1 HC), 3 lavatories
	Toilet Room Floors

	 	Stone Tile
	Toilet Room Walls

	 	Ceramic Tile on wet walls; Vinyl Wall Covering elsewhere
	Toilet Room Countertops

	 	Granite at lavatories, Plastic Laminate elsewhere
	Toilet Partitions

	 	Plastic Laminate
	Janitor’s Closets

	 	 4
	Drinking Fountains

	 	 8 (4 HC)






 









 







Building Mechanical Systems:




	 	 	 
	HVAC

	 	3; 130 ton Packaged Rooftop Units supplying Variable Air
Volume
	Distribution

	 	Medium pressure ductwork in place
	Terminal Units

	 	Stand-Alone Electrical Provided at common areas only
	Control System

	 	Provided at common areas only
	Diffusers.
	 	
	 
	 	
	Building Fire Protection / Life Safety:
	 
	 	 
	Sprinklers

	 	Fully Sprinklered Throughout, w/heads turned up
	Head Spacing

	 	Complies with NFPA l3
	Fire Alarm System

	 	Intelligent Addressable w/capacity for tenant

connections at each floor
	Alarm Devices

	 	Visual/Audible Strobes m all common areas
	 
	 	 
	Building Electrical System:
	 
	 	 





	 	 	 
	Electrical Service

	 	TU Pad Mount transformer, 277/480 Volt 3-phase, 2000A
	Electrical Design (Total)

	 	14 Watts/sf
	Electrical Design (Lighting & Power

	 	8 Watts/sf
	Panels Provided (High Voltage)

	 	1 @ 277/480 Volt energized panel for each building
quadrant
	Panels Provided (Low Voltage)

	 	1 @ 120 Volt energized panel for each building quadrant
	Panel Sizes Provided

	 	High Voltage 400A, Low Voltage 225 A fed by a 45KVA

transformer (each panel)
	Building Standard Lighting

	 	3-Lamp 18-Cell Parabolic Fluorescent, stacked on floor
for lay-in ceiling (initial lamps included)
	Fixture Ratio

	 	1 Fixture 100 rsf
	Accent Lighting at Lobby

	 	Compact Fluorescent Downlights
	Parking Area Lighting

	 	Metal Halide pole-mount, with Architectural enclosures
	Entry Plaza Lighting

	 	Metal Halide Bollards, at both main entrances





Unless a particular specification is stated herein or in the Lease, all construction and finish
items shall be of a type determined by Landlord as standard for the Building.




 









 





EXHIBIT D-2




SPACE PLAN








 









 





EXHIBIT E




RENEWAL OPTION



     1. Provided no Event of Default exists and Tenant (or any permitted or approved assignee or
subtenant) is occupying the entire Premises at the time of such election, Tenant at any time during
the term may renew this Lease for two (2) additional period of three (3) or five (5) years each (as
determined by Tenant) on the same terms provided in this Lease (except as set forth below), by
delivering written notice of the exercise thereof to Landlord not later than nine (9) months before
the expiration of the initial Term. On or before the expiration of the initial Term, Landlord and
Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in
this Lease, except as follows:



          (a) The Basic Rental payable for each month during each such existing and extended Term shall
be as provided below;




          (b) Tenant shall have no further renewal options unless expressly granted by Landlord in
writing; and




          (c) subject to any refurbishment allowance provided herein, Landlord shall lease to Tenant the
Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances
(e.g., moving allowance, construction allowance, and the like) or other tenant inducements.




     2. In the event of Tenant’s exercise of this Renewal Option either during the current Term or
extended Term, Basic Rental shall be the option rate below on the effective date of the renewal:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Year	 	Basic Rental Rate PSF	 	Year	 	Basic Rental Rate PSF
	2007
	 	$	20.60	 	 	 	2017	 	 	$	27.68	 
	2008
	 	$	21.22	 	 	 	2018	 	 	$	28.52	 
	2009
	 	$	21.85	 	 	 	2019	 	 	$	29.37	 
	2010
	 	$	22.51	 	 	 	2020	 	 	$	30.25	 
	2011
	 	$	23.19	 	 	 	2021	 	 	$	31.16	 
	2012
	 	$	23.88	 	 	 	2022	 	 	$	32.09	 
	2013
	 	$	24.60	 	 	 	2023	 	 	$	33.06	 
	2014
	 	$	25.34	 	 	 	2024	 	 	$	34.05	 
	2015
	 	$	26.10	 	 	 	2025	 	 	$	35.07	 
	2016
	 	$	26.88	 	 	 	2026	 	 	$	36.12	 





For example, if Tenant elected to extend their lease for an additional five (5) year option on
December 1, 2009, then the effective date would be September 1, 2010, and the rate would be
$22.51psf from September 1, 2010 through August 31, 2021.







 









 








     3. Tenant’s rights under this Exhibit shall terminate if (a) this Lease or Tenant’s right to
possession of the Premises is terminated, (b) Tenant wrongfully assigns any of its interest in this
Lease or wrongfully sublets any portion of the Premises, or (c) Tenant fails to timely exercise its
option under this Exhibit, time being of the essence with respect to Tenant’s exercise thereof.



 









 





EXHIBIT F




PARKING



     Landlord shall provide and Tenant shall be permitted the non-exclusive use of one unassigned
parking space for every 240 square feet of Rentable Square Feet during the Term at no cost.
Landlord shall provide and Tenant shall be permitted the exclusive use of four (4) assigned covered
parking spaces (not to be included in the 1:240 ratio above) of the covered parking spaces directly
adjacent to the Building and shall be marked by Landlord to show such spaces are reserved for
Tenant at $35.00 per space per month for the term of the lease. Such parking, both unassigned and
assigned, shall be located in the parking area associated with the Project (the “Parking
Area”) as shown on the Site Plan attached at Exhibit A-2 to the Lease. Landlord will
use commercially reasonable efforts to assure that Tenant is provided and has access to all parking
spaced granted to it hereunder, If Tenant in good faith believes that its share of parking spaces
in the Parking Area is not available to it because of use of such spaces by other parties, Tenant
may so notify Landlord and may request that Landlord initiate the procedure in Rule No. 20 of
Exhibit B to the Lease. Landlord agrees that it will carefully consider Tenant’s request,
and if it is present with tangible evidence that Tenant’s share of parking spaces in the Parking
Area is being interfered with because of use of such spaces by other parties, Landlord will
initiate such procedures.



 









 







EXHIBIT G




JANITORIAL SPECIFICATIONS


1. JANITORIAL SERVICE SPECIFICATIONS FOR TENANT SUITES, COMMON AREAS ON TENANT- OCCUPIED FLOORS AND
TENANT COMPUTER ROOMS.




     A. Nightly Services




	 	i.	 	All surface areas, desks, file cabinets, counter
tops, book shelves, credenzas, computer screens and other equipment will
be dusted. Desk tops will be wiped down but no papers will be moved.
All ashtrays and urns will be emptied and wiped.
	 
	 	ii.	 	All carpeted areas will be vacuumed. Carpets
will be spot cleaned where needed. All hard surface floors will be
swept with a dust mop then damp mopped.
	 
	 	iii.	 	All trash receptacles will be emptied and wiped
down. Liners will be changed whenever necessary. Garbage will be taken
to the designated areas for trash removal.
	 
	 	iv.	 	All magazines will be straightened. Glass top
desks, glass doors, partitions, light switches and walls will be cleaned
to remove smudges and fingerprints.
	 
	 	v.	 	All stairwells will be vacuumed and swept as well
as dusted.
	 
	 	vi.	 	The elevator will be vacuumed and fingerprints
removed from wall surfaces.
	 
	 	vii.	 	All kitchen countertops, tables and cupboard
doors in break rooms will be cleaned and disinfected. Hand prints and
smudges will be removed from the exterior of the refrigerator as well as
any other appliances. Microwaves will be cleaned inside and out. Sinks
and other chrome areas will be cleaned and polished.
	 
	 	viii.	 	Mugs, plates and glasses will be placed in the
dishwasher and washed only if they are placed in the break room sink by
company employees. Dishes will not be removed from the dishwasher.
	 
	 	ix.	 	All fixtures and appliances in the restrooms will
be cleaned and sanitized. All chrome and minors will be cleaned and
polished.
	 
	 	x.	 	All commodes and urinals will be cleaned with a
germicidal disinfectant. The use of an emulsion bowl cleaner will be
used whenever necessary.
	 
	 	xi.	 	Restroom floors will be cleaned using a
germicidal disinfectant.
	 
	 	xii.	 	Light bulbs will be replaced as needed.





     B. Weekly Services




	 	i.	 	All pictures and door frames will be dusted.





 









 







	 	ii.	 	Partitions and walls in the restrooms will be
completely wiped down with a germicidal disinfectant.
	 
	 	iii.	 	All VCT floors will be buffed.





     C. Monthly Services




	 	i.	 	All mini-blinds and A/C vents will be dusted.
	 
	 	ii.	 	All interior windows will be cleaned.
	 
	 	iii.	 	All VCT floors will be waxed (more often as
necessary).





     D. Quarterly Services




	 	i.	 	All exterior windows will be cleaned.





 









 





EXHIBIT H




SIGNAGE CRITERIA


SIGN CRITERIA



General: The purpose of these sign criteria is to create a graphic environment that
expresses a distinctive identity for the Tenant in a way that is compatible with other signs on
this and future buildings. Graphics should project quality, professionalism and a positive
business image. Lettering shall be well proportioned and its proper spacing and legibility are
important considerations. The names, logos or decals of manufacturers or installers shall not be
visible except for information (if any) required by governing authorities.



Rights to Signage and Location: Each Tenant may have identification on the building
directory, corridor mounted sign provided by the Landlord indicating the Tenant’s name and suite
number and other Tenant signage including Tenant logos and trade marks installed on the Tenant’s
glass door or sidelight, subject to the prior approval of the Landlord and installed at Tenant’s
expense. Requests for additional Tenant identification or non-standard signage will be reviewed by
the Landlord. The Landlord reserves the right to reject requests for additional or non-standard
tenant signage without qualification.



Exterior building-mounted and site monument-mounted space is designated by Landlord as identified
in each lease agreement, or as provided below. Location rights for signage on the building and
ground-mounted monuments will be determined by the Landlord based on lease size. Sign locations
facing International Parkway/Midway Road/Hebron Parkway, and placement of graphics on monument
signs will be reserved for tenants leasing larger spaces. Notwithstanding the preceding to the
contrary, Tenant shall have the right to exterior building signage mounted on the north side
parapet of the Building facing Park Blvd/Hebron Parkway, the exact location to be determined by
Landlord, or on the ground-mounted monument for the Building when space on the same next becomes
available at Tenant’s sole expense. Tenant must select building or monument signage within one
hundred twenty (120) days of occupancy. Following such signage election, the other signage option
shall not be available for the balance of the term.



Signage Requirements: The following requirements apply to the design of your sign;
however, in all cases, written approval must be obtained from the Landlord prior to the manufacture
or installation of any signage. The Landlord reserves the sole right to make all determinations
concerning interpretation of this sign policy.




     Written approval by the Landlord and conformance with these criteria does not imply
conformance with any applicable sign ordinances. The signage subcontractor is responsible for
verifying with local authorities to ensure compliance with all applicable codes and ordinances.
All permits and approvals are to be forwarded to the Landlord prior to sign fabrication.



     Prior to awarding a contract for fabrication and installation, the Tenant is required to
submit three (3) sets of drawings for final review and approval to:



 









 






Billingsley Development Corporation

4100 International Parkway

Suite 1100

Carrollton, Texas 75007




     Specific submittal requirements appear under each signage type.


Disallowed Signage: The following signage is not allowed:





	 	1	 	Secondary entry signs.
	 
	 	2	 	Roof signs or box signs.
	 
	 	3	 	Cloth signs.
	 
	 	4	 	Exposed seam tubing.
	 
	 	5	 	Animated or moving components.
	 
	 	6	 	Intermittent or flashing illumination.
	 
	 	7	 	Iridescent painted signs.
	 
	 	8	 	Letters mounted or painted on illuminated panels.
	 
	 	9	 	Signs or letters painted directly on any surface except as herein provided.
	 
	 	10	 	Temporary Signage.






	B     Sign Type Specifications




Site Monument Signs: Subject to the terms and conditions of the Lease and as stipulated in
this section, monument signs shall conform to Exhibit M and the following criteria:





Submittal to Landlord: Tenant submittals shall include an elevation of the monument sign,
drawn to a minimum scale of 1/4” = 1 ‘ -0”. Drawing shall indicate the type, color and
thickness of materials, finish and mounting. Tenant’s sign contractor shall first visit the
site to verify existing conditions prior to preparation of submittal.




Signage Design: At single-tenant buildings, signs shall be ten inch (10”) high metal letters
with black baked-on gloss finish, in Universe 67 font. At multi-tenant buildings, signs
shall be 6” high metal letters with black baked-on gloss finish, in Universe 67 font. All
letters shall be upper case. Logos in addition to signage must be approved in advance by
the Landlord.


Exterior Building Mounted Signage: Subject to the terms and conditions of the Lease and as
stipulated in this section, building mounted signage shall conform to Exhibit N and the following
criteria:





Submittal to Landlord: Tenant submittals shall include an elevation of the affected building
facade and proposed sign, drawn to a minimum scale of 1/4” = 1 -0”. Drawings must include a
cross-section showing electrical connections and proposed methods of attachment to building.
Drawing shall indicate the type, color, thickness and type of materials, finish used on
return and type of illumination. Tenant’s sign contractor shall visit the site to verify
existing conditions prior to preparation of shop drawings and to obtain information needed
to prepare these submittals.



 









 








Signage Design: Any letter style (block or script) may be used, subject to approval of the
Landlord. Upper and lower case letters are permitted. Landlord will have final review over
height increases for script letters. Proposed logos in addition to signage must be approved
by the Landlord. Logos must be in proportion to the height of parapet and lettering and in
same color as signage. Box type signs are not permitted.




Sign Construction: Exterior building mounted signs shall be internally illuminated acrylic
faced individual letters mechanically attached to the non-glass portion of the building
face. Letters shall appear black when not illuminated, white when illuminated. Letters
shall be constructed of 1/8” thick Rohm & Haas Plexiglass
(color #3063) faces with minimum  .063 gauge aluminum returns and minimum .080 gauge aluminum backs. Aluminum joints are to
be fully welded. Mechanical joining is not allowed. No armor plate or wood may be used in
the manufactured returns. Returns are to be painted fiat black. The trim cap is to be one
inch (1”) flat black “Jewel Lite.”




Signage Size/Length/Area: Height of letters shall not exceed thirty inches (30”). Multiple
rows of lettering are not to exceed thirty inches (30”) in height including spaces between
rows. The minimum letter size is twelve inches (12”). The individual letter depth is six
inches (6”) minimum, or as required to diffuse neon stroke for uniform appearance. The
maximum allowable signage length and area will be determined by the Landlord.




Illumination and Wiring: All signs must be UL labeled and be installed according to all
applicable codes and the National Electrical Code. Lamps shall be 15mm and 30mm, 6500
degree white neon tubing. Quantity and placement of neon shall be adequate to provide
uniform lighting across the entire width and length of each letter. Transformers and
secondary wiring are to be concealed behind parapets or within the ceiling plenum.
Electrical power shall be brought to the required location at Tenant’s sole expense.
Conduit, wiring and similar components shall not be visible from the ground. Final
electrical connection of sign to transformer box must be performed by a licensed electrician
approved by Landlord. Timer controls for all signs are to be set per Landlord requirements.




Signage Installation: Letters are to be located on the building as determined by the
Landlord. Attachment of the sign is to be made using non-corrosive mechanical fasteners
into nominal 8” thick reinforced concrete tilt-wall panels. Tenant will be responsible for
all damage to the building incurred during sign installation or removal. Upon removal of
the sign, the Tenant will be responsible for repair and refinishing of all affected building
surfaces.



     Interior Signs: Interior signs identifying fixed building elements, suite numbers and
a building directory identifying tenant names and suite numbers will be provided by the Landlord.
Tenant Identification signs (Tenant name, logo) for suite entries are to be provided by each
tenant. Sign size and location shall comply with all local codes and ordinances, as well as
ADA/TAS. Shell Building Interior signage comprises:




	 	1	 	Building directory (lobby)
	 
	 	2	 	Tenant suite number identification
	 
	 	3	 	Stair identification




 









 







	 	4	 	Restroom identification
	 
	 	5	 	Mechanical spaces
	 
	 	6	 	Emergency egress directions






     Tenant signs within the lease space are allowed, and will be provided by tenant. Size,
color and configuration shall be compatible with the building standard graphics. Content of
the signs shall be at the tenant’s option subject to approval by the Landlord.




Interior Signage Design and Construction:




Building Directory comprises a 24” X 30” thermoplastic plate with raised Universe 65
text, Tenant name and suite numbers are silk-screened onto thermoplastic plate.




Tenant Suite Identification signs are 6” x 6” thermoplastic plate, with a coated
background, and black faced raised text. Text is Universe 65. Braille characters are
raised and coated to match the sign color.




Stair, Restroom, Mechanical and Emergency Egress Identification signs are 4” x 6”
thick thermoplastic plate, and black faced raised text. Text is Universe 65. Braille
characters are raised magnesium. Raised black pictograms are provided for Men’s Room,
Women’s Room, and Stairs.


Tenant Identification Signage: Tenant Identification signs may be of any letter style or
design, provided they are sized and located according to the following requirements.



Submittal to Landlord: Submittals for Tenant Identification shall include a dimensioned elevation
of the sign and the affected surrounding architectural elements (doors, glass etc.) drawn to a
minimum 1/4” = 1 ‘ -0” scale. Drawing shall indicate the type, color and thickness of sign
materials and the proposed mounting method. Tenant shall submit a sample of all sign materials in
the finishes and colors specified on the drawings. All such signs shall be mounted on glass doors
or glass sidelights. Sign submittals shall include samples of the glass if other than clear glass.
Tenant’s sign contractor shall visit the site to verify existing conditions prior to preparation
of shop drawings.



Signage Design and Construction: Signs may be text or graphic designs or a combination of both,
subject to the size and placement requirements outlined below. Signs may be of any building
standard sign material and color or other materials and colors subject to written approval from the
Landlord. Signs may not be constructed of wood or any combustible material. Signs located on
glass is restricted to painted, vinyl or screened lettering or graphics placed on the tenant side
of the glass, and not projecting more than 1/32” from the glass surface. Illuminated Tenant
Identification signage is prohibited.



Signage Size: No Tenant Identification sign may exceed twenty-four inches (24”) high maximum,
forty-eight inches (48”) wide maximum and four (4) square feet in area, as defined by a rectangle
surrounding a regularly shaped sign, or as defined in the case of an irregularly shaped sign by a
rectilinear perimeter of not more than eight (8) straight lines enclosing the extreme limits of any
figure or character.







 









 







Signage Placement: Tenant Identification signage is restricted to the following two locations:





	 	1.	 	Glass on tenant door (all tenant doors are to be glass)
	 
	 	2.	 	Glass on tenant entry sidelight (all tenant entries are to
include glass sidelight — space permitting





 









 






EXHIBIT I




FURNITURE



     Attached is a list of furniture that Landlord and Tenant agree to be correct to their
knowledge. Any inaccuracy in such list shall not be considered an Event of Default by Landlord or
render Landlord liable in any respect. The attached list below of furniture shall transfer to
Tenant permanently and Tenant shall be free to use or dispose of such furniture as it desires
effective upon execution of this Lease.



     T-Mobile 1st floor apace furniture inventory — as of 8/10/08



	 	 	 	 	 	 	 	 	 
	 	 	 	Quantity	 	Description	 	Location
	Reception Furniture:

	 	 	1	 	 	sofa
	 	Reception area
	 

	 	 	1	 	 	love seat
	 	Reception area
	 

	 	 	1	 	 	Chair — cloth
	 	Reception area
	 

	 	 	1	 	 	coffee table
	 	Reception area
	 

	 	 	1	 	 	reception desk
	 	Reception area
	 

	 	 	1	 	 	credenza
	 	Reception area
	 
	 	 	 	 	 	 	 	 
	Board Room:

	 	 	1	 	 	4 x 12 conference table
	 	Board Room
	 

	 	 	14	 	 	leather highback grey chairs	 	 
	 
	 	 	 	 	 	 	 	 
	Conference rooms:

	 	 	3	 	 	4 x 10 laminate conference table
	 	Conference rooms
	 

	 	 	2	 	 	2 x 4 buffet
	 	Conference rooms
	 

	 	 	2	 	 	dry erase boards
	 	Conference rooms
	 

	 	 	30	 	 	beige conference room chairs
	 	throughout
	 
	 	 	 	 	 	 	 	 
	Workstations:

	 	 	60	 	 	8 x 8 workstations
	 	throughout
	 

	 	 	30	 	 	6 x 6 workstations
	 	throughout
	 

	 	 	12	 	 	8 x 6 workstations
	 	throughout
	 

	 	 	70	 	 	beige checkered cloth rolling chairs
	 	throughout
	 

	 	 	63	 	 	low back purple “guest’ chairs
	 	throughout
	 

	 	 	1	 	 	10 x 8 administrative cube	 	 
	 
	 	 	 	 	 	 	 	 
	Offices:

	 	 	6	 	 	2 piece desk
	 	offices
	 

	 	 	2	 	 	3 piece desk
	 	offices
	 

	 	 	3	 	 	curved desk
	 	smaller offices
	 

	 	 	8	 	 	credenza
	 	offices
	 

	 	 	9	 	 	2 drawer file cabinet
	 	offices
	 

	 	 	11	 	 	wardrobe cabinets
	 	offices
	 

	 	 	17	 	 	wooden guest chairs
	 	throughout
	 

	 	 	10	 	 	highback black leather chairs
	 	throughout
	 

	 	 	8	 	 	4 X 6 dry erase boards
	 	conf rooms/offices/rm 145
	 

	 	 	1	 	 	dark wooden desk
	 	office
	 

	 	 	1	 	 	dark wooden book shelf
	 	office
	 

	 	 	1	 	 	dark wooden 2 drawer file cabinet
	 	office
	 

	 	 	1	 	 	wooden dry erase board w/ doors
	 	office
	 

	 	 	2	 	 	highback royal colored guest theirs
	 	office






 









 







	 	 	 	 	 	 	 	 	 
	 	 	 	Quantity	 	Description	 	Location
	Breakroom:

	 	 	1	 	 	ice maker
	 	breakroom
	 

	 	 	1	 	 	dishwasher
	 	breakroom
	 

	 	 	5	 	 	36 inch tables
	 	breakroom
	 

	 	 	10	 	 	plastic chairs location
	 	breakroom
	 
	 	 	 	 	 	 	 	 
	Miscellaneous Chairs:

	 	 	11	 	 	highback dk green rolling chairs
	 	workstations
	 

	 	 	11	 	 	low back black task chairs
	 	workstations
	 

	 	 	 	 	 	low back purple rolling chairs
	 	workstations
	 

	 	 	 	 	 	highback black chairs
	 	throughout
	 

	 	 	 	 	 	wooden chair
	 	throughout
	 

	 	 	 	 	 	low back beige chair
	 	throughout
	 

	 	 	 	 	 	beige rolling chairs
	 	throughout
	 

	 	 	 	 	 	grey guest chair
	 	throughout
	 

	 	 	 	 	 	larger purple rolling chair
	 	throughout
	 

	 	 	 	 	 	barrel chairs
	 	meeting room
	 
	 	 	 	 	 	 	 	 
	Miscellaneous:

	 	 	1	 	 	36 inch table
	 	throughout
	 

	 	 	1	 	 	portable workstation
	 	breakroom
	 

	 	 	2	 	 	2 x 5 rectangular tables
	 	throughout
	 

	 	 	2	 	 	Bookshelves
	 	hallway
	 

	 	 	4	 	 	2 x 3 rectangular desk/tables
	 	throughout
	 

	 	 	1	 	 	4 x 8 wooden conference table (damaged)
	 	data room
	 

	 	 	7	 	 	2 x 4 shelves with storage above
	 	conference room & office
	 

	 	 	 	 	 	2 x 4 shelves
	 	conference room
	 

	 	 	 	 	 	2 door vertical file cabinet
	 	rm 148
	 

	 	 	 	 	 	4 drawer lateral file cabinets
	 	throughout
	 

	 	 	 	 	 	corkboard
	 	throughout
	 

	 	 	 	 	 	framed artwork
	 	throughout
	 

	 	 	 	 	 	trash cans
	 	throughout






 









 






EXHIBIT J




CONDUIT



     Landlord shall provide and Tenant shall be permitted the use of a four (4) inch conduit as
noted on Exhibit J-1. Landlord shall be solely responsible for the first twenty thousand dollars
($20,000.00) of the costs of the conduit and its installation, and Tenant shall be solely
responsible for the next twenty thousand dollars ($20,000.00), and thereafter Landlord and Tenant
shall share the costs equally. However, in no event, will Landlord contribute more than twenty
five thousand dollars ($25,000.00) in total.



     Tenant shall have the option to pay for the cost of its portion of the conduit from its Tenant
Allowance.



 









 





EXHIBIT J-1




CONDUIT DIAGRAM