Blueprint





  Exhibit
10.17








SUBLEASE


 


This
SUBLEASE, dated effective as of January 1, 2019, is made by and
between BlueWater Federal Solutions, Inc., a Delaware corporation
("Sublessor"), and AOC Key Solutions, Inc., a Delaware corporation
("Subtenant").


 


WHEREAS,
pursuant to that certain Lease Agreement dated as of December 3,
2018 ("Prime Lease"), by and between Sublessor, as tenant, and EB
Albemarle, LLC, as landlord ("Prime Landlord"), Sublessor leases
approximately 18,574 rentable square feet of space ("Prime Lease
Premises"), constituting Suite 200 on the 2nd floor of the building
located at 14420 Albemarle Pointe Place, Chantilly, VA 20151
("Building"); and


 


WHEREAS,
Subtenant desires to lease a portion of the Prime Lease Premises
from Sublessor (to be referred to under this Sublease as the
"Sublet Premises") on the terms and conditions set forth in this
Sublease; and


 


WHEREAS,
prior to the date hereof, Subtenant, as tenant, leased the Prime
Lease Premises from Prime Landlord, as successor in interest to
Dalton Ventures, L.L.C., pursuant to a Deed of Lease dated June 24,
2009 (“Prior Lease”), and Subtenant subleased a portion
of the Prime Lease Premises to Sublessor, as subtenant thereunder,
pursuant to a Sublease dated December 4, 2009 (“Prior
Sublease”); and


 


WHEREAS,
effective as of the date hereof, Prime Landlord and Subtenant have
terminated the Prior Lease pursuant to a Lease Termination
Agreement, and Sublessor and Subtenant hereby terminate the Prior
Sublease; and


 


WHEREAS,
any capitalized terms that are not defined in this Sublease shall
have the meanings set forth in the Prime Lease.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as
follows:


 


1. Premises.
Sublessor hereby subleases to
Subtenant on the terms and conditions set forth in this Sublease a
portion of the Prime Lease Premises consisting of approximately
7,725 RSF square feet, as depicted on Exhibit A attached hereto. In
the event the rentable area of the Building is increased or
decreased, the Subtenant's proportionate share will be recalculated
and adjusted.


 


2. Warranty
by Sublessor. Sublessor warrants and represents to Subtenant
that the Prime Lease has not been amended or modified except as
expressly set forth herein, that Sublessor is not now, and as of
the commencement of the Sublease Term hereof will not be, in
default or breach of any of the provisions of the Prime
Lease.


 


3. Term.
The term of this Sublease (“Sublease Term”) shall
commence on the date hereof ("Commencement Date") and end on June
30, 2024 ("Termination Date"), unless earlier terminated in
accordance with the terms hereof In the event that the Sublessor
exercises the Right


 




 

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of Renewal, Subtenant shall have the option to renew this Sublease
for the Renewal Term. Subtenant shall provide to Sublessor, within
thirty (30) days after Sublessor’s exercise of the Right of
Renewal, a written notice of the exercise of the option to extend
the Sublease for the Renewal Term, time being of the essence. If
notification of the exercise of this option is not timely given and
received, the option granted hereunder shall automatically expire.
On the first day of the Renewal Term and on the first day of each
subsequent year during the Renewal Term, the Basic Annual Rent shall be increased by two and
75/100 percent (2.75%) of the preceding year’s Basic Annual
Rent. Possession of the Sublet Premises shall be
delivered to Subtenant on the commencement of the Sublease
Term.


 


4. Rent.


 


4.1 Minimum
Rent. Subtenant shall pay to Sublessor as minimum rent
(“Basic Annual Rent”), without deduction, setoff,
notice or demand, at 14420 Albemarle Pointe Place, Suite 200,
Chantilly, VA 20151 Attn: BlueWater Federal Solutions, Inc;
Accounts Receivable, or at such other place as Sublessor shall
designate from time to time by notice to Subtenant, the sum of
$11,909 per month, in advance on the first day of each month of the
Sublease Term starting on the Commencement Date and ending on the
day prior to the first anniversary of the Commencement Date.
Commencing on the first anniversary of the Commencement Date, and
each anniversary thereafter, the Basic
Annual Rent shall be increased by two and 75/100 percent (2.75%) of
the preceding year’s Basic Annual Rent.  If
rental is not received by the 5th day of any month, Sublessor shall
have the right to assess a 10% late fee upon Subtenant. Any rent
not received within 5 days of Sublessor’ s notice shall deem
Subtenant in default. If the Sublease Term begins or ends on a day
other than the first or last day of a month, the rent for the
partial months shall be prorated on a per diem
basis.


 


4.2 Additional
Costs. The Subtenant agrees to pay for all additional
expenses that are directly caused by the Subtenant's occupancy of
the Sublet Premises. Such expenses include, but are not limited to,
after hours HVAC and special cleaning services. Commencing January
1, 2020, the Subtenant shall be required to pay for its pro rata
share of any increases in the Building's Operating Charges and Real
Estate Taxes which exceed the actual 2019 Operating Charges and
Real Estate Taxes. Controllable Operating Charges shall be capped
to the same extent set forth in the Prime Lease. Sublessor agrees
to provide Subtenant with all supporting documentation for
Operating Charges and Real Estate Taxes, to the extent received by
Sublandlord from Prime Landlord.


 


5. Security
Deposit. Subtenant shall deposit with Sublessor on or
before the Commencement Date the sum of $11,909 as security for
Subtenant's faithful performance of Subtenant's obligations
hereunder ("Security Deposit"). If Subtenant fails to pay rent or
other charges when due under this Sublease, or fails to perform any
of its other obligations hereunder, Sublessor may use or apply all
or any portion of the Security Deposit for the payment of any rent
or other amount then due hereunder and unpaid for the payment of
any other sum for which Sublessor may become obligated by reason of
Subtenant's default or breach. If Sublessor so uses any portion of
the Security deposit, Subtenant shall, within ten (10) days after
written demand by Sublessor, restore the Security Deposit to the
full amount originally deposited, and Subtenant's failure to do so
shall constitute a default under this Sublease. Sublessor shall not
be required to


 




 

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keep the Security Deposit separate from its general accounts, and
shall have no obligation or
liability for payment of interest on the Security Deposit. Once the
Subtenant has vacated the Sublet Premises and the condition of the
Sublet Premises has been approved by the Prime Landlord, and
provided Subtenant is not then in default of any of its obligations
hereunder, the Security Deposit, or so much thereof as had not
theretofore been applied by Sublessor, shall be returned to
Subtenant or to the last assignee, if any, of Subtenant's interest
hereunder.


 


6. Use
of Premises. The Sublet
Premises shall be used and occupied only for general office use,
and for no other purpose.


 


7. Termination.
Sublessor and Subtenant shall have the ongoing right to terminate
the Sublease provided that Sublessor or Subtenant delivers written
notice ("Termination Notice") of such termination upon ninety (90)
days prior written notice to the effective date of the termination,
free of charge with no additional termination penalties and/or
damages.


 


8. Other
Provisions of Sublease. All
applicable terms and conditions of the Prime Lease are incorporated
into and made a part of this Sublease, except for the
following:



The obligation to pay rent to Prime Landlord under the Prime Lease
shall be considered performed by Subtenant to the extent and in the
amount rent is paid to Sublessor in accordance with this Sublease.
Subtenant shall not commit or suffer any act or omission that will
violate any of the provisions of the Prime Lease. If the Prime
Lease terminates, this Sublease shall terminate and the parties
shall be relieved of any further liability or obligation under this
Sublease.


 


8.1 Liability
Insurance: Subtenant's Property. Subtenant shall maintain a policy or
policies of commercial general liability insurance with the
premiums thereon fully paid on or before the due dates, issued by
and binding upon a responsible and financially sound insurance
company reasonably acceptable to Prime Landlord. Such insurance
shall name Sublessor as an additional insured and shall afford
protection in the combined single limit of not less than the
requirements set forth in the Prime Lease.


 


8.2. Waiver.
Sublessor and Subtenant for themselves and for their respective
insurers agree to and do hereby release each other of and from any
and all claims, demands, actions and causes of action that each may
have or claim to have against the other for loss or damage to the
property of the other, both real and personal, caused by or
resulting from fire and all other casualties insured against under
fire and extended coverage insurance policies, notwithstanding that
any such loss or damage may be due to or result from the negligence
of either of the parties hereto or their respective officers,
employees or agents, but only to the extent of any recovery
collectible under such insurance. Subtenant and Sublessor, if
applicable, will endeavor to secure an appropriate clause in, or
endorsement on, any fire and extended coverage insurance policy
covering Sublessor’ s and Subtenant's respective interests,
pursuant to which the respective insurance policies waive
subrogation; provided, however, that a failure on the part of
Sublessor or Subtenant, if applicable, to secure such appropriate
clause or endorsement as aforesaid shall not in any manner affect
or restrict the provisions of the above and foregoing mutual
release.




 

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9. Indemnification
of Sublessor.


 


9.1
Subtenant shall defend, indemnify and hold harmless Sublessor from
and against any and all claims, including costs, reasonable
attorney's fees, expenses and liabilities incurred in the defense
of any such claim or any action or proceedings brought thereon,
arising from (i) Subtenant's use of the Sublet Premises, or from
the conduct of Subtenant's business in or about the Sublet
Premises, (ii) any breach or default in the performance of any
obligations on Subtenant's part to be performed under the terms of
this Sublease; or (iii) the negligence of the Subtenant, or any of
Subtenant's agents, contractors or employees. In no event, however,
shall Sublessor be entitled to indemnification under this Section
if such claim arises from any breach or default in the performance
of any obligation on Sublessor’s part to be performed under
the terms of this Sublease, or arising from any negligence of the
Sublessor, or any of Sublessor’s agents, contractors or
employees. This indemnification shall survive the termination of
this Sublease.


 


9.2
Sublessor shall defend, indemnify and hold harmless Subtenant from
and against any and all claims arising from any breach or default
in the performance of any obligation on Sublessor’ s part to
be performed under the terms of this Sublease, or arising from the
negligence of the Sublessor, or any of Sublessor’s agents,
contractors or employees, and from and against all costs,
reasonable attorney's fees, expenses and liabilities incurred in
the defense of any such claim or any action or proceeding brought
thereon. In no event, however, shall Subtenant be entitled to
indemnification under this Section if such claim arises from any
breach or default in the performance of any obligation on
Subtenant's part to be performed under the terms of this Sublease,
or arising from any negligence of the Subtenant, or any of
Subtenant's agents, contractors or employees. This indemnification
shall survive the termination of this Sublease.


 



10. Hazardous
Substances.


 


10.1
Prior to the date hereof, Subtenant and Sublessor have been in
possession of the Prime Lease Premises or portions thereof,
pursuant to the Prior Lease and Prior Sublease. Each of Subtenant
and Sublessor affirms, represents and warrants, to the best of its
knowledge, that it has not created any hazardous conditions upon
the Prime Lease Premises and has received no notice of violation of
such. Each of Subtenant and Sublessor shall indemnify, defend and
hold harmless the other party from and against any and all claims,
liabilities and damages suffered or incurred by the other party as
a result of the breach of the foregoing representation and warranty
by the indemnifying party.


 


10.2
Subtenant agrees that no part of the Sublet Premises will be used
in any way for, and Subtenant shall not suffer, permit or allow the
use of the Sublet Premises or any part thereof, either directly or
indirectly, for treatment, preparation, generation, manufacture,
use, refining, production, storage, maintenance, handling,
transfer, transporting, processing, disposal, burial, dispersal,
release or placement of any Hazardous Substance (as hereinafter
defined), petroleum products, pollutants or contaminants, and the
Subtenant shall not release, suffer or permit the release of any
Hazardous Substance, petroleum products, pollutants or contaminants
onto the Sublet Premises or Building into the subsurface thereof or
onto any property whatsoever,


 




 

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including without limitation, surface water and ground waters
unless in compliance with all applicable law(s), permit(s),
order(s) or other valid governmental approval(s), whether now in
effect or hereafter enacted. Furthermore, Subtenant shall not cause
or permit to occur any violation of any federal, state or local
law, ordinance, regulation or order now or hereafter enacted,
related to environmental conditions on, under or about the Sublet
Premises, or arising from Subtenant's use or occupancy of the
Sublet Premises, including, but not limited to, soil and ground
water conditions. Subtenant shall, at Subtenant's own expense,
comply with all laws regulating the treatment, preparation,
generation, manufacture, use, refining, production, storage,
maintenance, handling, transfer, transporting, processing,
disposal, burial, dispersal, release or placement of any Hazardous
Substance, petroleum products, pollutants or contaminants.
Furthermore, Subtenant shall, at Subtenant's own expense, make all
submissions to, provide all information required by, and comply
with all requirements of all governmental authorities under all
present and future laws. The term “Hazardous Substance”
means, without limitation, any pollutant, contaminant, toxic or
hazardous waste, dangerous substance, potentially dangerous
substance, noxious substance, toxic substance, flammable,
explosive, combustible, radioactive material, urea formaldehyde
foam insulation, asbestos, PCB's, chemicals known to cause cancer
or reproductive toxicity, or any manufacture, preparation,
production, generation, use, maintenance, treatment, storage,
transfer, handling or ownership of which is restricted, prohibited,
regulated, penalized by any and all federal, state, local, county
or municipal statutes, laws or orders now or at any time hereafter
in effect, including but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C.
§§ 9601 et seq.), the Hazardous Materials Transportation
Act (49 U.S.C. §§ 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. §§ 6901 et
seq.), the Federal Water Pollution Control Act (33 U.S.C.
§§ 1251 et seq.), the Clean Air Act (42 U.S.C.
§§ 7401 et seq.), the Toxic Substances Control Act, as
amended (15 U.S.C. §§ 2601 et seq.) the Occupational
Safety and Health Act (29 U.S.C. §§ 651 et seq.) as these
laws have been or may be amended or supplemented, and any
substances declared to be hazardous or toxic under any law or
regulation now or hereafter enacted or promulgated by any
governmental authority. Failure of Subtenant to abide by all of the
foregoing obligations shall be a default under this Sublease which,
if not cured within five (5) days of Sublessor’s notice, or
sooner if an emergency, dangerous, or hazardous conditions exists
in, at, on, upon or about the Sublet Premises, shall entitle
Sublessor to pursue all remedies available in law, at equity and/or
under the Sublease. All payments due from Subtenant hereunder shall
be due and payable as additional rent within ten (10) days of
presentation of a statement therefor by Sublessor.


 


11. Additions/Alterations.
All alterations and/or additions shall be completed by Subtenant at
its sole cost and expense with Sublessor’s and Lessor's prior
written approval. All alterations and additions, at
Sublessor’s option, shall be removed upon the expiration of
the Sublease Term, except for those alterations which Sublessor and
Lessor at the time of approval, have agreed to remain with the
Sublet Premises at the expiration of this Sublease. Any addition
and/or alteration which require approval from appropriate
governmental agencies shall be obtained by Subtenant at its
expense. Subtenant shall remove all of its signage at
subtenant’s expense upon expiration of the Sublease
Term.




 

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12. Attorney's
Fees. If Sublessor or Subtenant
shall commence an action against the other arising out of or in
connection with the Sublease, the prevailing party shall be
entitled to recover its costs of suit and reasonable attorney's
fees.


 


13. Agency
Disclosure. Sublessor and
Subtenant each warrant that they have dealt with no other real
estate broker in connection with this transaction except Savills
Studley.


 


14. Notices.
All notices and demands which may or are to be required or
permitted to be given by either party on the other hereunder shall
be in writing. All notices and demands by the Sublessor to
Subtenant shall be sent by overnight courier or hand delivered or
by certified or registered mail, return receipt requested,
addressed to the Subtenant at the Sublet Premises, and to the
address herein below, or to such other place as Subtenant may from
time to time designate in a notice to the Sublessor. All notices
and demands by the Subtenant to Sublessor shall be sent by
overnight courier or hand delivered or by certified or registered
mail, return receipt requested, addressed to the Sublessor at the
Prime Lease Premises, and to the address herein below, or to such
other place as Sublessor may from time to time designate in a
notice to the Subtenant.


 


	
 

	


To Subtenant:

	


Gregory S. McCarthy, CEO


	
 

	


Address:

	


14420 Albemarle Point Pl, Suite 200, Chantilly, VA
20151







 


	
 

	


To Sublandlord:

	


Jada Brink, Director of Contracts


	
 

	


Address:

	


14420 Albemarle Point Pl, Suite 200, Chantilly, VA
20151







 


15. Compliance.
The parties hereto agree to comply
with all applicable federal, state and local laws, regulations,
codes, ordinances and administrative orders having jurisdiction
over the parties, property or the subject matter of this Sublease,
including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment in Real Property Act,
the Comprehensive Environmental Response Compensation and Liability
Act, and the Americans with Disabilities Act.


 


16. Quiet
Enjoyment. Subtenant, upon paying the minimum rent and other
charges herein provided for, and performing all the other terms of
this Sublease, shall quietly have and enjoy the Sublet Premises
during the term of this Sublease, subject to the terms hereof and
the terms of the Prime Lease.


 


17. Furniture,
Fixtures and Equipment. Subtenant shall provide its pro rata share of
kitchen and common area supplies. Subtenant shall provide its own
office supplies, postage, machine and FedEx account. Subtenant
shall provide its own furniture, fixtures and equipment consistent
with the general appearance of the Prime Lease
Premises.


 


18. Security
Cards. Subtenant shall retain up to eight (8) security
cards that it currently has in its possession and shall return all
other security cards to Sublessor on the date
hereof.


 


19. Parking.
Subtenant shall have free parking as
provided in the Prime Lease which is 3.8 spaces per 1,000 rentable
square feet of the Sublet Premises. Subtenant's parking rights are
personal to Subtenant and non-transferable. Subtenant shall abide
by all applicable rules and


 




 

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regulations of Prime Landlord related to the parking spaces
provided under this Section, and shall hold Sublessor,
Sublessor’ s agents, contractors and employees harmless from
and against all losses and liabilities, if any, arising from the
use of such spaces.


 


20. LEED
Certification. Subtenant shall
comply with any office wide regulations pertaining to LEED
Certification, including but not limited to: recycling, light bulb
wattage, etc.


 


21. Building
Core Factor. The core factor
for the 2nd floor is 1.136.


 


22. Roof
Rights. Omitted.


 


23. Operating
Hours. The Building operating
hours are as set forth in the Prime Lease. Subtenant shall have
access to the Building and Sublet Premises 24 hours per day, 365
days per year, subject to the terms of the Prime Lease. Should the
Subtenant require heating, air conditioning or ventilation outside
regular Building operating hours, it agrees to pay the actual costs
thereof as determined by the Prime Landlord (Sublessor will apply
no markup, burden or fee/profit). Subtenant shall pay Sublessor
separately for the cost of utilities for any room(s) containing
supplemental HVAC unit(s) or system(s) and for heavier than normal
office use of electricity, including the cost of a sub-meter. The
charge for afterhours HVAC service shall be paid directly to the
Sublessor, who will then pass the fee through to the Prime Landlord
without markup, burden or fee/profit.


 


24. Cleaning.
Sublessor shall provide
office-cleaning services and common area maintenance Monday through
Friday, government and legal holidays excluded. Such services shall
be consistent with comparable office buildings within the
Chantilly, VA submarket.


 


25. Connectivity
Rights. To the extent
practicable or desirable, Subtenant shall have the right to use
existing telecom conduits or construct new conduits, install
cables, equipment and other related telecommunications facilities
for Subtenant's network into the Building.


 


26. Telecom
Services. Subtenant agrees to
share in the cost of telecommunications services proportionate to
total sublease area.




 

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IN
WITNESS WHEREOF the parties have executed this Sublease as of the
date first above written.


 


	
 

	


SUBLESSOR:

	
 

	


SUBTENANT:

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	


BLUEWATER FEDERAL SOLUTIONS, INC.

	
 

	


AOC KEY SOLUTIONS, INC.

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	


By: /s/ Jada
Brink

	
 

	


By: /s/ Gregory S.
McCarthy

	
 


	
 

	


Name: Jada
Brink


	
 

	


Name: Gregory S. McCarthy

	
 


	
 

	


Title: Director,
Contracts


	
 

	


Title: CEO


	
 









 

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EXHIBIT A



SUBLET PREMISES


 




 

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