exv10w10






Exhibit 10.10




OFFICE LEASE

between




KWI ASHFORD WESTCHASE BUILDINGS, L.P.,

a Delaware limited partnership



DBA: ASHFORD CROSSING II



By: KWI ASHFORD WESTCHASE GENERAL PARTNER, L.L.C.,

a Delaware Limited Liability Company General Partner



(Landlord)



and



RIGNET INC.

A Texas Corporation

(Tenant)



 









 





TABLE OF CONTENTS

OFFICE LEASE




	 	 	 	 	 	 	 
	Article	 	Title	 	Page
	1

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	2

	 	Premises
	 	 	2	 
	 
	 	 	 	 	 	 
	3

	 	Term
	 	 	2	 
	 
	 	 	 	 	 	 
	4

	 	Rental
	 	 	2	 
	 
	 	 	 	 	 	 
	5

	 	Security Deposit
	 	 	5	 
	 
	 	 	 	 	 	 
	6

	 	Use of Premises
	 	 	6	 
	 
	 	 	 	 	 	 
	7

	 	Utilities and Services
	 	 	7	 
	 
	 	 	 	 	 	 
	8

	 	Maintenance and Repairs
	 	 	8	 
	 
	 	 	 	 	 	 
	9

	 	Alterations, Additions and Improvements
	 	 	8	 
	 
	 	 	 	 	 	 
	10

	 	Indemnification and Insurance
	 	 	9	 
	 
	 	 	 	 	 	 
	11

	 	Damage or Destruction
	 	 	11	 
	 
	 	 	 	 	 	 
	12

	 	Condemnation
	 	 	11	 
	 
	 	 	 	 	 	 
	13

	 	Relocation
	 	 	11	 
	 
	 	 	 	 	 	 
	14

	 	Assignment and Subletting
	 	 	12	 
	 
	 	 	 	 	 	 
	15

	 	Default and Remedies
	 	 	13	 
	 
	 	 	 	 	 	 
	16

	 	Attorneys’ Fees; Costs of Suits
	 	 	15	 
	 
	 	 	 	 	 	 
	17

	 	Subordination and Attornment
	 	 	15	 
	 
	 	 	 	 	 	 
	18

	 	Quiet Enjoyment
	 	 	16	 
	 
	 	 	 	 	 	 
	19

	 	Rules and Regulations
	 	 	16	 
	 
	 	 	 	 	 	 
	20

	 	Estoppel Certificates
	 	 	16	 
	 
	 	 	 	 	 	 
	21

	 	Entry by Landlord
	 	 	16	 
	 
	 	 	 	 	 	 
	22

	 	Landlord’s Lease Undertakings-Exculpation from Personal
Liability; Transfer of Landlord’s Interest
	 	 	17	 
	 
	 	 	 	 	 	 
	23

	 	Holdover Tenancy
	 	 	17	 
	 
	 	 	 	 	 	 
	24

	 	Notices
	 	 	17	 
	 
	 	 	 	 	 	 
	25

	 	Brokers
	 	 	17	 
	 
	 	 	 	 	 	 
	26

	 	Electronic Services
	 	 	17	 
	 
	 	 	 	 	 	 
	27

	 	Landlord’s Contractual Lien and Security Interest
	 	 	19	 
	 
	 	 	 	 	 	 
	28

	 	Miscellaneous
	 	 	20	 






EXHIBITS




	 	 	 

	Exhibit A

	 	Location in the Building — Premises
	Exhibit A-l

	 	Location in the Building — Storage Area
	Exhibit B

	 	Work Letter Agreement
	Exhibit B-l

	 	Schedule of Occupancy
	Exhibit C

	 	Rules and Regulations
	Exhibit D

	 	Addendum
	Exhibit E

	 	Suite Acceptance Agreement






 









 





OFFICE LEASE




     THIS OFFICE LEASE (“Lease”), dated June 17, 2003, is made and entered into by and
between KWI Ashford Westchase Buildings, L.P., a Texas Limited Partnership dba Ashford
Crossing II (“Landlord”) and RigNet Inc, (“Tenant”) upon the following terms and
conditions:



ARTICLE I — DEFINITIONS




     Unless the context otherwise specifies or requires, the following terms shall have
the meanings specified herein;



     1.01 Building. The term “Building” shall mean that certain office building
located at 1880 South Dairy Ashford, Houston. Texas commonly known as Ashford
Crossing II together with any related land, improvements, parking facilities, common areas,
driveways, sidewalks and landscaping.



     1.02
Premises. The term “Premises” shall mean
Suite(s)505 in the Building, as
more particularly outlined on the drawing attached hereto as Exhibit A and incorporated
herein by reference. As used herein, “Premises” shall not include any storage area in the
Building, which shall be leased or rented pursuant to separate agreement.



     1.03 Rentable Area of the Premises. The term “Rentable Area of the Premises”
shall mean 3.638 square feet, which Landlord and Tenant have stipulated as the Rentable Area
of the Premises. Tenant acknowledges that the Rentable Area of the Premises includes the
usable area, without deduction for columns or projections, multiplied by a load factor to
reflect a share of certain areas, which may include lobbies, corridors, mechanical, utility,
janitorial, boiler and service rooms and closets, restrooms and other public, common and
service areas of the Building.



     1.04 Lease Term. The term “Lease Term” shall mean the period between the
Commencement Date and the Expiration Date (as such terms are hereinafter defined), unless
sooner terminated as otherwise provided in this Lease.



     1.05 Commencement Date. Subject to adjustment as provided in Article 3, the
term “Commencement Date” shall mean July 15,
2003 or August 1, 2003 or upon Substantial Completion
of the Premises, to be determined after RigNet Inc. has clarified with existing land
lord when the current office lease expires. , whichever is
later.



     1.06 Expiration Date. Subject to adjustment as provided in Article 3,
the term “Expiration Date” shall mean forty-one (41) full calendar months after the
Commencement Date



     1.07 Base Rent. Base Monthly Rent is payable in lawful money of the
United States of America as shown below:



	 	 	 	 	 	 	 	 	 
	 	 	Annual Rent  	 	 
	Period	 	Per RSF  	 	Monthly Rent
	01 - 02 mos.
	 	$	0.00/SF	 	 	$	0.00	 
	03 - 12 mos.
	 	$	14.25/SF	 	 	$	4,320.13	 
	13 - 24 mos.
	 	$	14.75/SF	 	 	$	4,471.71	 
	25 - 26 mos.
	 	$	7.63/SF	 	 	$	2,313.16	 
	27 - 39 mos.
	 	$	15.25/SF	 	 	$	4,623.29	 
	40 - 41 mos.
	 	$	0.00/SF	 	 	$	0.00	 






     1.08 Tenant’s Percentage Share. The term “Tenant’s Percentage Share”
shall mean 2.21% with respect to increases in Property Taxes and Operating Expenses (as such
terms are hereinafter defined). Landlord may reasonably redetermine Tenant’s Percentage
Share from time to time to reflect reconfigurations, additions or modifications to the
Building.



     1.09 Security Deposit. The term “Security Deposit” shall mean Four Thousand Six
Hundred Twenty-Three & 29/100 Dollars ($4,623.29).



     1.10 Tenant’s Permitted Use. The term “Tenant’s Permitted Use” shall mean
general office purposes and no other use.



     1.11 Business Hours. The term “Business Hours” shall mean the hours of 7:00 A.M.
to 6:00 P.M., Monday through Friday (federal and state holidays excepted). Holidays are
defined as the following: New Years Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day, and to the extent of utilities or services provided by
union members engaged at the Building, such other holidays observed by such unions.



     1.12 Expense Base Year. The calendar year 2003.



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     1.13 Landlord’s Address For Notices. The term “Landlord’s Address for Notices” shall
mean with Kennedy-Wilson Properties Ltd., 9700 Richmond Avenue, Suite 124, Houston, Texas 77042,
Attn: Property Manager, copies to Kennedy-Wilson Properties Ltd., 9601 Wilshire Boulevard,
Beverly Hills, California 90210, Attn: Property Management and KWI Ashford Westchase Buildings,
L.P.



     1.14
Tenant’s Address For Notices. The term “Tenant’s Address for Notices” shall mean
1880 South Dairy Ashford. Suite 505. Houston, Texas 77077.



     1.15
Broker. The term “Broker” shall mean Kennedy-Wilson Properties Ltd. for the
Landlord and Office Space Advisors for the Tenant.



     1.16
Guarantor. The Term “Guarantor” shall
mean


1.17
Tenant’s Parking Stalls: The term “Tenant’s Parking Stalls” shall mean that Landlord
shall provide up to 3.0 uncovered, unreserved parking spaces per each 1,000 RSF leased. Subject to
availability, Tenant will have the right to convert up to three (3) of the uncovered, unreserved
parking spaces to covered, reserved. Unreserved parking for the Building is on a first come, first
served basis. If a covered space is not denoted as “reserved” and is not being utilized by a third
party, Tenant’s employees will be allowed to utilized said parking space until such time as it is
designated as “reserved” or is occupied by another third party. There shall not be any parking
charges for the Initial Lease Term. Visitor parking is located at the entrance to the building and
is provided at no charge.




ARTICLE II — PREMISES




     2.01 Lease of Premises. Landlord hereby leases the Premises to Tenant, and Tenant
hereby leases the Premises from Landlord, upon all of the terms, covenants and conditions contained
in this Lease. On the Commencement Date described herein, Landlord shall deliver the Premises to
Tenant in substantial conformance with the Work Letter Agreement attached hereto as Exhibit B.



     2.02 Acceptance of Premises. Tenant acknowledges that Landlord has not made any
representation or warranty with respect to the condition of the Premises or the Building or with
respect to the suitability or fitness of either for the conduct of Tenant’s Permitted Use or for
any other purpose. Prior to Tenant’s taking possession of the Premises, Landlord or its designee
and Tenant will walk the Premises for the purpose of reviewing the condition of the Premises (and
the condition of completion and workmanship of any tenant improvements which Landlord is required
to construct in the Premises pursuant to this Lease); after such review, Tenant shall execute a
Suite Acceptance Letter, in the form of Exhibit E attached hereto, accepting the Premises. Except
as is expressly set forth in this Section 2.02 or the Work Letter Agreement attached hereto, if
any, or as may be expressly set forth in Suite Acceptance Letter, Tenant agrees to accept the
Premises in its “as is” said physical condition without any agreements, representations,
understandings or obligations on the part of Landlord to perform any alterations, repairs or
improvements (or to provide any allowance for same).



ARTICLE III — TERM




     3.01
Except as otherwise provided in this Lease, the Lease Term shall be for the period
described in Section 1.04 of this Lease, commencing on the Commencement Date described in Section
1.05 of this Lease and ending on the Expiration Date described in Section 1.06 of this Lease;
provided, however, that, if, for any reason, Landlord is unable to deliver possession of the
Premises on the date described in Section 1.05 of this Lease, Landlord shall not be liable for any
damage caused thereby, nor shall the Lease be void or voidable, but, rather, the Lease Term shall
commence upon, and the Commencement Date shall be the date that possession of the Premises is so
tendered to Tenant (except for Tenant-caused delays which shall not be deemed to delay
commencement of the Lease Term), and, unless Landlord elects otherwise, the Expiration Date
described in Section 1.06 of this Lease shall be extended by an equal number of days.



ARTICLE IV — RENTAL 




     4.01
Definitions. As used herein.



          (A) “Base Year” shall mean the previous calendar year.




          (B) “Property Taxes” shall mean the aggregate amount of all real estate taxes, assessments (whether
they be general or special), sewer rents and charges, transit taxes, taxes based upon the receipt
of rent and any other federal, state or local governmental charge, general, special, ordinary or
extraordinary (but not including income or franchise taxes, capital stock, inheritance, estate,
gift, or any other taxes imposed upon or measured by Landlord’s gross income or profits, unless the
same shall be imposed in lieu of real estate taxes or other ad valorem taxes), which Landlord shall
pay or become obligated to pay in connection with the Building, or any part thereof. Property Taxes
shall also include all fees and costs, including attorneys’ fees, appraisals and consultants’ fees,
incurred by Landlord in seeking to obtain a reassessment, reduction of, or a limit on the increase
in, any Property Taxes, regardless of whether any reduction or limitation is obtained. Property
Taxes for any calendar year shall be Property Taxes which are due for
payment or paid in such year,
rather than Property Taxes which are assessed or become a lien during such year. Property Taxes
shall include any tax, assessment, levy, imposition or charge imposed upon Landlord and measured by
or based in whole or in part upon the Building or the rents or other income from the Building, to
the extent that such items would be payable if the Building was the
only property of Landlord subject
to same and the income received by Landlord from the Building was the only income of Landlord.
Property






2









 







Taxes shall also include any personal property taxes imposed upon the furniture, fixtures,
machinery, equipment, apparatus, systems and appurtenances of Landlord used in connection with
the Building.




               (C) “Operating Expenses” shall mean all costs, fees, disbursements and expenses paid or
incurred by or on behalf of Landlord in the operation, ownership, maintenance, insurance,
management, replacement and repair of the Building (excluding Property Taxes) including without
limitation:





     (i) Premiums for property, earthquake, casualty, liability, rent
interruption or other types of insurance carried by Landlord.




     (ii) Salaries, wages and other amounts paid or payable for personnel including the
Building manager, superintendent, operation and maintenance staff, and other
employees of Landlord involved in the maintenance and operation of the Building,
including contributions and premiums towards fringe benefits, unemployment,
disability and worker’s compensation insurance, pension plan contributions and
similar premiums and contributions and the total charges of any independent
contractors or property managers engaged in the operation, repair, care,
maintenance and cleaning of any portion of the Building.




     (iii) Cleaning expenses, including without limitation janitorial
services, window cleaning, and garbage and refuse removal.




     (iv) Landscaping expenses, including without limitation
irrigating, trimming, mowing, fertilizing, seeding, and replacing plants.




     (v) Heating, ventilating, air conditioning and steam/utilities expenses,
including fuel, gas, electricity, water, sewer, telephone, and other services.




     (vi) Subject to the provisions of Section 4.01(C)(xii) below, the cost of maintaining,
operating, repairing and replacing components of equipment or machinery, including
without limitation heating, refrigeration, ventilation, electrical, plumbing,
mechanical, elevator, escalator, sprinklers, fire/life safety, security and energy
management systems, including service contracts, maintenance contracts, supplies
and parts.




     (vii) Other items of repair or maintenance of elements of the
Building.




     (viii) The costs of policing, security and supervision of the
Building.




     (ix) Fair market rental and other costs with respect to the management office
for the Building.




     (x) The cost of the rental of any machinery or equipment and the cost of
supplies used in the maintenance and operation of the Building.




     (xi) Audit fees and the cost of accounting services incurred in the preparation of
statements referred to in this Lease and financial statements, and in the
computation of the rents and charges payable by tenants of the Building.




     (xii) Capital expenditures (a) made primarily to reduce Operating Expenses,
or to comply with any laws or other governmental requirements, or (b) for
replacements (as opposed to additions or new improvements) of non-structural
items located in the common areas of the property required to keep such areas in
good condition; provided, all such permitted capital expenditures (together with
reasonable financing charges) shall be amortized for purposes of this Lease over
the shorter of (i) their useful lives, (ii) the period during which the
reasonably estimated savings in Operating Expenses equals the expenditures, or
(iii) three (3) years.




     (xiii) Legal fees and expenses.




     (xiv) Payments under any easement, operating agreement, declaration,
restrictive covenant, or instrument pertaining to the sharing of costs in any
planned development.




     (xv) A fee for the administration and management of the Building as
reasonably determined by Landlord from time to time.



     Notwithstanding anything to the contrary set forth in the Lease, as amended, when
calculating Operating Expenses for the Base Year, Operating Expenses shall exclude (a)
market-wide labor-rate increases due to extraordinary circumstances including, but not limited
to, boycotts and strikes, (b) utility rate increases due to extraordinary circumstances
including, but not limited to, conservation surcharges, boycotts, embargos or other shortages,
and (c) amortization of any capital items including, but not
limited to, capital improvements,
capital repairs and capital replacements (including such amortized costs where the actual
improvement, repair or replacement was made in prior years).



     Operating Expenses shall not include costs of alteration of the premises of tenants of the
Building, depreciation charges, interest and principal payments on mortgages, ground rental
payments, real estate brokerage




3












 




and leasing commissions, expenses incurred in enforcing obligations of tenants of the Building,
salaries and other compensation of executive officers of the managing agent of the Building
senior to the Building manager, costs of any special service provided to any one tenant of the
Building but not to tenants of the Building generally, and costs of marketing or advertising the
Building.




          (D) If the Building does not have one hundred percent (100%) occupancy during an entire
calendar year, including the Base Year, then the variable cost component of “Property Taxes” and
“Operating Expenses” shall be equitably adjusted so that the total amount of Property Taxes and
Operating Expenses equals the total amount which would have been paid or incurred by Landlord had
the Building been one hundred percent (100%) occupied for the entire calendar year. In no event
shall Landlord be entitled to receive from Tenant and any other tenants in the Building an
aggregate amount in excess of actual Property Taxes and Operating Expenses as a result of the
foregoing provision.




     4.02 Base Rent.



          (A) During the Lease Term, Tenant shall pay to Landlord as rental for the Premises the Base
Rent described in Section 1.07 above, subject to the following annual adjustments (herein called
the “Rent Adjustments”):




          (B) During each calendar year, the Base Rent payable by Tenant to Landlord, shall be
increased by (collectively, the “Tax and Operating Expense Adjustment”): (i) Tenant’s Percentage
Share of the dollar increase, if any, in Property Taxes for such year over Property Taxes for the
Base Year; and (ii) Tenant’s Percentage Share of the dollar increase, if any, in any category of
Operating Expenses paid or incurred by Landlord during such year over the respective category of
Operating Expenses paid or incurred by Landlord during the Base Year. A decrease in Property
Taxes or any category of Operating Expenses below the Base Year amounts shall not decrease the
amount of the Base Rent due hereunder or give rise to a credit in favor of Tenant.




     4.03
Adjustment Procedure; Estimates. The Tax and Operating Expense
Adjustment specified in Section 4.02(B) shall be determined and paid as follows:



          (A) During each calendar year subsequent to the Base Year, Landlord shall give Tenant
written notice of its estimate of any increased amounts payable under Section 4.02(B) for that
calendar year. On or before the first day of each calendar month during the calendar year, Tenant shall pay to Landlord
one-twelfth (l/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord
may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year
shall be based upon such revised estimate.




          (B) Within one hundred twenty (120) days after the close of each calendar year or as soon
thereafter as is practicable, Landlord shall deliver to Tenant a statement of that year’s
Property Taxes and Operating Expenses, and the actual Tax and Operating Expense Adjustment to be
made pursuant to Section 4.02(B) for such calendar year, as determined by Landlord (the
“Landlord’s Statement”) and such Landlord’s Statement shall be binding upon Tenant, except as
provided in Section 4.04 below. If the amount of the actual Tax and Operating Expense Adjustment
is more than the estimated payments for such calendar year made by Tenant, Tenant shall pay the
deficiency to Landlord upon receipt of Landlord’s Statement. If the amount of the actual Tax and
Operating Expense Adjustment is less than the estimated payments for such calendar year made by
Tenant, any excess shall be credited against Rent (as hereinafter defined) next payable by Tenant
under this Lease or, if the Lease Term has expired, any excess shall be paid to Tenant. No delay
in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord’s
right to payment under Section 4.02(B) above.




          (C) If this Lease shall terminate on a day other than the end of a calendar year, the amount
of the Tax and Operating Expense Adjustment to be paid pursuant to Section 4.02(B) that is
applicable to the calendar year in which such termination occurs shall be prorated on the basis
of the number of days from January 1 of the calendar year to the termination date bears to 365.
The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to
Section 4.03(B) to be performed after such termination.




     4.04 Review of Landlord’s Statement. Provided that Tenant is not then in default
beyond any applicable cure period of its obligations to pay Base Rent, additional rent described
in Section 4.02(B), or any other payments required to be made by it under this Lease and provided
further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have
the right, once each calendar year, lo reasonably review supporting data for any portion of a
Landlord’s Statement (provided, however, Tenant may not have an audit right to all documentation
relating to Building operations as this would far exceed the relevant information necessary to
properly document a pass-through billing statement, but real estate tax statements, and
information on utilities, repairs, maintenance and insurance will be available), in accordance
with the following procedure:



          (A) Tenant shall, within ten (10) business days after any such Landlord’s Statement is
delivered, deliver a written notice to Landlord specifying the portions of the Landlord’s
Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all
amounts due from Tenant to Landlord as specified in the Landlord’s Statement. Except as expressly
set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or
offset any monetary obligation of Tenant to Landlord under the Lease (including, without
limitation, Tenant’s obligation to make all payments of Base Rent and all payments of Tenant’s Tax
and Operating Expense Adjustment) pending the completion of and regardless of the results of any
review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be
exercised once for any Landlord’s Statement, and if Tenant fails to meet any of the above
conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section
4.04 for a particular Landlord’s Statement shall be deemed waived.





4









 








          (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord’s
manager’s corporate offices presently located at the address set forth in Section 1.12 and Tenant
agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant
and shall be conducted by an independent firm of certified public accountants of national
standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04
constitute confidential information of Landlord, which shall not be disclosed to anyone other
than the accountants performing the review and the principals of Tenant who receive the results
of the review. The disclosure of such information to any other person, whether or not caused by
the conduct of Tenant, shall constitute a material breach of this Lease.




          (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided,
however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to
cause another review to be made by an independent firm of certified public accountants of national
standing. In the event of a disagreement between the two accounting firms, the review that
discloses the least amount of deviation from the Landlord’s Statement shall be deemed to be
correct. In the event that the results of the review of records (taking into account, if
applicable, the results of any additional review caused by Landlord) reveal that Tenant has
overpaid obligations for a preceding period, the amount of such overpayment shall be credited
against Tenant’s subsequent installment obligations to pay the estimated Tax and Operating Expense
Adjustment. In the event that such results show that Tenant has underpaid its obligations for a
preceding period. Tenant shall be liable for Landlord’s actual accounting fees, and the amount of
such underpayment shall be paid by Tenant to Landlord with the next succeeding installment
obligation of estimated Tax and Operating Expense Adjustment.




     4.05 Payment. Concurrently with the execution hereof, Tenant shall pay Landlord Base
Rent for the first calendar month of the Lease Term. Thereafter the Base Rent described in Section
1.07, as adjusted in accordance with Section 4.02, shall be payable in advance on the first day of
each calendar month. If the Commencement Date is other than the first day of a calendar month, the
prepaid Base Rent for such partial month shall be prorated in the proportion that the number of
days this Lease is in effect during such partial month bears to the total number of days in the
calendar month. All Rent, and all other amounts payable to Landlord by Tenant pursuant to the
provisions of this Lease, shall be paid to Landlord, without notice, demand, abatement, deduction
or offset, in lawful money of the United States at Landlord’s
office in the Building or to such
other person or at such other place as Landlord may designate from time to time by written notice
given to Tenant. All Rent shall be paid to Landlord electronically via wire transfer or other
direct deposit method and copies of all such electronic payments shall be provided to the Landlord
on a monthly basis. No payment by Tenant or receipt by Landlord of a lesser amount than the
correct Rent due hereunder shall be deemed to be other than a payment on account; nor shall any
endorsement or statement on any check or any letter accompanying any check or payment be deemed to
effect or evidence an accord and satisfaction; and Landlord may accept such check or payment
without prejudice to Landlord’s right to recover the balance or pursue any other remedy in this
Lease or at law or in equity provided.



     4.06
Late Charge; Interest. Tenant acknowledges that the late payment of Base Rent
or any other amounts payable by Tenant to Landlord hereunder (all of which shall constitute
additional rental to the same extent as Base Rent) will cause Landlord to incur administrative
costs and other damages, the exact amount of which would be impracticable or extremely difficult
to ascertain. Landlord and Tenant agree that if Landlord does not receive any such payment on or
before five (5) days after the date the payment is due, Tenant shall pay to Landlord, as
additional rent, (a) a late charge equal to five percent (5%) of the overdue amount to cover such
additional administrative costs; and (b) interest on the delinquent amounts at the lesser of the
maximum rate permitted by law if any or twelve percent (12%) per annum from the date due to the
date paid.



     4.07 Additional Rent. For purposes of this Lease, all amounts payable by Tenant to
Landlord pursuant to this Lease, whether or not denominated as such, shall constitute Base Rent.
Any amounts due Landlord shall sometimes be referred to in this Lease as “Rent”.



     4.08 Additional Taxes. Notwithstanding anything in Section 4.01(B) to the contrary,
Tenant shall reimburse Landlord upon demand for any and all taxes payable by or imposed upon
Landlord upon or with respect to: any fixtures or personal property located in the Premises; any
leasehold improvements made in or to the Premises by or for Tenant; the Rent payable hereunder,
including, without limitation, any gross receipts tax, license fee or excise tax levied by any
governmental authority; the possession, leasing, operation, management, maintenance, alteration,
repair, use or occupancy of any portion of the Premises (including without limitation any
applicable possessory interest taxes); or this transaction or any document to which Tenant is a
party creating or transferring an interest or an estate in the Premises.



ARTICLE V — SECURITY DEPOSIT




     5.01 Upon the execution of this Lease, Tenant shall deposit with Landlord the Security
Deposit described in Section 1.09 above. The Security Deposit is made by Tenant to secure the
faithful performance of all the terms, covenants and conditions of this Lease to be performed by
Tenant. If Tenant shall default with respect to any covenant or provision hereof, Landlord may
use, apply or retain all or any portion of the Security Deposit to cure such default or to
compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses
or applies all or any portion of the Security Deposit, Tenant shall immediately upon written
demand deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the
full amount hereinabove stated. Landlord shall not be required to keep the Security Deposit
separate from its general accounts and Tenant shall not be entitled to interest on the Security
Deposit. Within thirty (30) days after the expiration of the Lease Term and the vacation of the
Premises by Tenant, the Security Deposit, or such part as has not been applied to cure the
default, shall be returned to Tenant.



5









 





ARTICLE VI — USE OF PREMISES




     6.01 Tenants Permitted Use. Tenant shall use the Premises only for Tenant’s Permitted
Use as set forth in Section 1.10 above and shall not use or permit the Premises to be used for
any other purpose. Tenant shall, at its sole cost and expense, obtain all governmental licenses
and permits required to allow Tenant to conduct Tenant’s Permitted Use. Landlord disclaims any
warranty that the Premises are suitable for Tenant’s use and Tenant acknowledges that it has had
a full opportunity to make its own determination in this regard.



     6.02 Compliance With Laws and Other Requirements.



          (A) Tenant shall cause the Premises to comply in all material respects with all laws,
ordinances, regulations and directives of any governmental authority having jurisdiction
including, without limitation, any certificate of occupancy and any law, ordinance, regulation,
covenant, condition or restriction affecting the Building or the Premises which in the future may
become applicable to the Premises (collectively “Applicable Laws”).




          (B) Tenant shall not use the Premises, or permit the Premises to be used, in any manner
which: (a) violates any Applicable Law; (b) causes or is reasonably likely to cause damage to the
Building or the Premises; (c) violates a requirement or condition of any fire and extended
insurance policy covering the Building and/or the Premises, or increases the cost of such policy;
(d) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to
other tenants or occupants of the Building or its equipment, facilities or systems; (e) interferes
with, or is reasonably likely to interfere with, the transmission or reception of microwave,
television, radio, telephone or other communication signals by antennae or other facilities
located in the Building; or (f) violates the Rules and Regulations described in Article XIX.




     6.03 Hazardous Materials.



          (A) No Hazardous Materials, as defined herein, shall be Handled, as also defined herein,
upon, about, above or beneath the Premises or any portion of the Building by or on behalf of
Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents,
or invitees. Any such Hazardous Materials so Handled shall be known as Tenant’s Hazardous Materials.
Notwithstanding the foregoing, normal quantities of Tenant’s Hazardous Materials customarily used in the conduct of general
administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the
Premises without Landlord’s prior written consent. Tenant’s Hazardous Materials shall be Handled at all times
in compliance with the manufacturer’s instructions therefor and all applicable Environmental Laws, as defined
herein.




          (B) Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease,
Tenant shall, at its sole cost and expense, promptly take all actions required by any Regulatory
Authority, as defined herein, or necessary for Landlord to make full economic use of the Premises
or any portion of the Building, which requirements or necessity arises from the Handling of
Tenant’s Hazardous Materials upon, about, above or beneath the Premises or any portion of the
Building. Such actions shall include, but not be limited to, the investigation of the
environmental condition of the Premises or any portion of the Building, the preparation of any
feasibility studies or reports and the performance of any cleanup, remedial, removal or
restoration work. Tenant shall take all actions necessary to restore the Premises or any portion
of the Building to the condition existing prior to the introduction of Tenant’s Hazardous
Materials, notwithstanding any less stringent standards or remediation allowable under applicable
Environmental Laws. Tenant shall nevertheless obtain Landlord’s written approval prior to
undertaking any actions required by this Section, which approval shall not be unreasonably
withheld so long as such actions would not potentially have a material adverse long-term or
short-term effect on the Premises or any portion of the Building.




          (C) Tenant agrees to execute affidavits, representations, and the like from time to time at
Landlord’s request stating Tenant’s best knowledge and belief regarding the presence of Hazardous
Materials on the Premises.




          (D) “Environmental Laws” means and includes all now and hereafter existing statutes, laws,
ordinances, codes, regulations, rules, rulings, orders, decrees, directives, policies and
requirements by any Regulatory Authority regulating, relating to, or imposing liability or
standards of conduct concerning public health and safety or the environment.




          (E) “Hazardous Materials” means: (a) any material or substance: (i) which is defined or
becomes defined as a “hazardous substance,” “hazardous waste,” “infectious waste,” “chemical mixture
or substance,” or “air pollutant” under Environmental
Laws; (ii) containing petroleum, crude oil or any fraction
thereof; (iii) containing polychlorinated biphenyls (PCB’s);
(iv) containing asbestos; (v) which is radioactive; (vi)
which is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive
characteristics, as all such terms are used in their broadest sense, and are defined, or become defined by Environmental Laws; or
(c) materials which cause a nuisance upon or waste to the Premises or any portion of the Building.




          (F) “Handle,” “handle,” “Handled,” “handled,” “Handling,” or “handling” shall mean any
installation, handling, generation, storage, treatment, use, disposal, discharge, release,
manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of
any type in connection with or involving Hazardous Materials.







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          (G) “Regulatory Authority” shall mean any federal, state or local governmental agency,
commission, board or political subdivision.




ARTICLE VII — UTILITIES AND SERVICES




     7.01 Building Services. As long as Tenant is not in monetary default under this
Lease, Landlord agrees to furnish or cause to be furnished to the Premises the following
utilities and services, subject to the conditions and standards set forth herein:



          (A) Non-attended automatic elevator service (if the Building has such equipment serving the
Premises), in common with Landlord and other tenants and occupants and their agents and invitees.




          (B) During Business Hours, such air conditioning, heating and ventilation as, in Landlord’s
reasonable judgment, are required for the comfortable use and occupancy of the Premises. Landlord
may make available to Tenant heating, ventilation or air conditioning in excess of that which
Landlord shall be required to provide hereunder upon such conditions as shall be determined by
Landlord from time to time. Landlord’s fee for any such additional heating, ventilation or air
conditioning provided to Tenant, to be set by Landlord from time to time, will be separate from
and in addition to the fax and Operating Expenses Adjustment provide in Article IV.




          (C) Water for drinking and rest room purposes.




          (D) Reasonable janitorial and cleaning services, provided that the Premises are used
exclusively for office purposes and are kept reasonably in order by
Tenant. If the Premises are not used
exclusively as offices, Landlord, at Landlord’s sole discretion, may require that the Premises be kept clean and in
order by Tenant, at Tenant’s expense, to the satisfaction of Landlord and by persons approved by Landlord; and,
in all events. Tenant shall pay to Landlord the cost of removal of Tenant’s refuse and rubbish, to tire extent that
the same exceeds the refuse and rubbish attendant to normal office usage.




          (E) At all reasonable tunes, electric current of not less than 3.5 waits per square foot for
building standard lighting and fractional horsepower office machines; provided, however, that (i)
without Landlord’s consent, Tenant shall not install, or permit the installation, m the Premises
of any computers, word processors, electronic data processing equipment or other type of equipment
or machines which will increase Tenant’s use of electric current in excess of that which Landlord
is obligated to provide hereunder (provided, however, that the foregoing shall not preclude the
use of personal computers or similar office equipment); (ii) if Tenant shall require electric
current which may disrupt the provision of electrical service to other tenants, Landlord may
refuse to grant its consent or may condition its consent upon
Tenant’s payment of the cost of
installing and providing any additional facilities required to furnish such excess power to the
Premises and upon the installation in the Premises of electric current meters to measure the
amount of electric current consumed, in which latter event Tenant shall pay for the cost of such
meter(s) and the cost of installation, maintenance and repair thereof, as well as for all excess
electric current consumed at the rates charged by the applicable local public utility, plus a
reasonable amount to cover the additional expenses incurred by Landlord in keeping account of the
electric current so consumed; and (iii) if Tenant’s increased electrical requirements will
materially affect the temperature level in the Premises or the Building, Landlord’s consent may be
conditioned upon Tenant’s requirement to pay such amounts as will be incurred by Landlord to
install and operate any machinery or equipment necessary to restore the temperature level to that
otherwise required to be provided by Landlord, including but not limited to the cost of
modifications to the air conditioning system. Landlord shall not, in any way, be liable or
responsible to Tenant for any loss or damage or expense which Tenant may incur or sustain if, for
any reasons beyond Landlord’s reasonable control, either the quantity or character of electric
service is changed or is no longer available or suitable for Tenant’s requirements, Tenant
covenants that at all times its use of electric current shall never exceed the capacity of the
feeders, risers or electrical installations of the Building. If submetering of electricity in the
Building will not be permuted under future laws or regulations, the Rent will then be equitably
and periodically adjusted to include an additional payment to Landlord reflecting the cost to
Landlord for furnishing electricity to Tenant in the Premises.




     Any amounts which Tenant is required to pay to Landlord pursuant to this Section 7.01 shall
be payable upon demand by Landlord and shall constitute additional rent.



     7.02 Interruption of Services. Landlord shall not be liable for any failure to
furnish, stoppage of, or interruption in furnishing any of the services or utilities described in
Section 7.01, when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor
disputes, labor disturbances, governmental regulation, civil
disturbances, acts of war, moratorium
or oilier governmental action, or any other cause beyond Landlord’s reasonable control, and, in
such event, Tenant shall not be entitled to any damages nor shall any failure or interruption abate
or suspend Tenant’s obligation to pay Base Rent and additional rent required under this Lease or
constitute or be construed as a constructive or other eviction of Tenant. Further, in the event any
governmental authority or public utility promulgates or revises any law, ordinance, rule or
regulation, or issues mandatory controls or voluntary controls relating to the use or conservation
of energy, water, gas, light or electricity, the reduction of automobile or other emissions, or the
provision of any other utility or service, Landlord may take any reasonably appropriate action to
comply with such law, ordinance, rule, regulation, mandatory control or voluntary guideline and
Tenant’s obligations hereunder shall not be affected by any such action of Landlord. The parties
acknowledge that safety and security devices, services and programs provided by Landlord, if any,
while intended to deter crime and ensure safety, may not in given instances prevent theft or other
criminal acts, or ensure safety of persons or property. The risk that any safety or security
device, service or program may not be effective, or may malfunction, or be circumvented by a
criminal, is assumed by Tenant with respect to Tenant’s property and interests, and Tenant



7









 




shall obtain insurance coverage to the extent Tenant desires protection against such criminal
acts and other losses, as further described in this Lease. Tenant agrees to cooperate in any
reasonable safety or security program developed by Landlord or required by Law.




ARTICLE VIII — MAINTENANCE AND REPAIRS




     8.01 Landlord’s Obligations. Except as provided in Sections 8.02 and 8.03 below,
Landlord shall maintain the Building in reasonable order and repair
throughout the Lease Term;
provided, however, that Landlord shall not be liable for any failure to make any repairs or to
perform any maintenance unless such failure shall persist for an unreasonable time after written
notice of the need for such repairs or maintenance is given to
Landlord by Tenant. Except as
provided in Article XI, there shall be no abatement of Rent, nor shall there be any liability of
Landlord, by reason of any injury or inconvenience to, or interference with, Tenant’s business or
operations arising from the making of, or failure to make, any maintenance or repairs in or to any
portion of the Building.



     8.02 Tenant’s Obligations. During the Lease Term, Tenant shall, at its sole cost and
expense, maintain the Premises in good order and repair (including, without limitation, the
carpet, wall-covering, doors, plumbing and other fixtures, equipment, alterations and
improvements, whether installed by Landlord or Tenant). Further, Tenant shall be responsible for,
and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of
the Building or the Premises caused by (a) Tenant’s
activities in the Building or the Premises; (b)
the performance or existence of any alterations, additions or improvements made by Tenant in or to
the Premises; (c) the installation, use, operation or movement of Tenant’s property in or about
the Building or the Premises; or (d) any act or omission by Tenant or its officers, partners,
employees, agents, contractors or invitees.



     8.03 Landlord’s Rights. Landlord and its contractors shall have the right, at all
reasonable times and upon prior oral or telephonic notice to Tenant at the Premises, other than in the case of any
emergency in which case no notice shall be required, to enter upon
the Premises to make any repairs to the Premises
or the Building reasonably required or deemed reasonably necessary by Landlord and to erect such equipment,
including scaffolding, as is reasonably necessary to effect such repairs.



ARTICLE IX — ALTERATIONS. ADDITIONS AND IMPROVEMENTS




     9.01
Landlord’s Consent; Conditions. Tenant shall not make or permit to be made any
alterations, additions, or improvements in or to the Premises (“Alterations”) without the prior
written consent of Landlord, which consent, with respect to non-structural alterations, shall not
be unreasonably withheld. Landlord may impose as a condition to making any Alterations such
requirements as Landlord in its sole discretion deems necessary or desirable including without
limitation: Tenant’s submission to Landlord, for Landlord’s prior written approval, of all plans
and specifications relating to the Alterations; Landlord’s prior written approval of the time or
times when the Alterations are to be performed; Landlord’s prior written approval of the
contractors and subcontractors performing work in connection with the Alterations; employment of
union contractors and subcontractors who shall not cause labor
disharmony; Tenant’s receipt of all
necessary permits and approvals from all governmental authorities having jurisdiction over the
Premises prior to the construction of the Alterations; Tenant’s delivery to Landlord of such bonds
and insurance as Landlord shall reasonably require; and Tenant’s payment to Landlord of all costs
and expenses incurred by Landlord because of Tenant’s Alterations, including but not limited to
costs incurred in reviewing the plans and specifications for, and the progress of, the
Alterations. Tenant is required to provide Landlord written notice of whether the Alterations
include the Handling of any Hazardous Materials and whether these materials are of a customary and
typical nature for industry practices. Upon completion of the Alterations, Tenant shall provide
Landlord with copies of as-built plans. Neither the approval by Landlord of plans and
specifications relating to any Alterations nor Landlord’s supervision or monitoring of any
Alterations shall constitute any warranty by Landlord to Tenant of the adequacy of the design for
Tenant’s intended use or the proper performance of the Alterations.



     9.02 Performance of Alterations Work. All work relating to the Alterations shall be
performed in compliance with the plans and specifications approved by Landlord, all applicable
laws, ordinances, rules, regulations and directives of all governmental authorities having
jurisdiction and the requirements of all carriers of insurance on the Premises and the Building,
the Board of Underwriters, Fire Rating Bureau, or similar organization. All work shall be
performed in a diligent, first-class manner and so as not to unreasonably interfere with any other
tenants or occupants of the Building. All costs incurred by Landlord relating to the Alterations
shall be payable to Landlord by Tenant as additional rent upon demand. No asbestos-containing
materials shall be used or incorporated in the Alterations. No lead-containing surfacing material,
solder, or other construction materials or fixtures where the presence of lead might create a
condition of exposure not in compliance with Environmental Laws shall be incorporated in the
Alterations.



     9.03 Liens. Tenant shall pay when due all costs for work performed and materials
supplied to the Premises. Tenant shall keep Landlord, the Premises and the Building free from all
liens, stop notices and violation notices relating to the Alterations or any other work performed
for, materials furnished to or obligations incurred by or for Tenant and Tenant shall protect,
indemnify, hold harmless and defend Landlord, the Premises and the Building of and from any and
all loss, cost, damage, liability and expense, including attorneys’ fees, arising out of or
related to any such liens or notices. During the progress of such work, Tenant shall, upon
Landlord’s request, furnish Landlord with sworn contractor’s statements and lien waivers covering
all work theretofore performed. Tenant shall satisfy or otherwise discharge all liens, stop
notices or other claims or encumbrances within ten (10) days after Landlord notifies Tenant in
writing that any such lien, stop notice, claim or encumbrance has been filed. If Tenant fails to
pay and remove such lien, claim or encumbrance within such ten (10) days, Landlord, at its
election, may pay and satisfy



8









 




the same and in such event the amounts owed Landlord by Tenant shall be deemed to be additional
rent due and payable by Tenant at once without notice or demand.




     9.04 Lease Termination. Except as provided in this Section 9.04, upon expiration or
earlier termination of this Lease Tenant shall surrender the Premises to Landlord in the same
condition as existed on the date Tenant first occupied the Premises, (whether pursuant to this
Lease or an earlier lease), subject to reasonable wear and tear. All Alterations shall become a
part of the Premises and shall become the property of Landlord upon the expiration or earlier
termination of this Lease, unless Landlord shall, by written notice given to Tenant, require
Tenant to remove some or all of Tenant’s Alterations, in which event Tenant shall promptly remove
the designated Alterations and shall promptly repair any resulting damage, all at Tenant’s sole
expense. All business and trade fixtures, machinery and equipment, furniture, movable partitions
and items of personal property owned by Tenant or installed by Tenant at its expense in the
Premises shall be and remain the property of Tenant; upon the expiration or earlier termination of
this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the
Premises or the Building caused by such removal. If Tenant fails to remove any such items or
repair such damage promptly after the expiration or earlier termination of the Lease, Landlord
may, but need not, do so with no liability to Tenant, and Tenant shall pay Landlord the cost
thereof upon demand. Notwithstanding the foregoing to the contrary, in the event that Landlord
gives its consent, pursuant to the provisions of Section 9.01 of this Lease, to allow Tenant to
make an Alteration in the Premises, Landlord agrees, upon Tenant’s written request, to notify
Tenant in writing at the time of the giving of such consent whether Landlord will require Tenant,
at Tenant’s cost, to remove such Alteration at the end of the Lease Term.



ARTICLE X — INDEMNIFICATION AND INSURANCE




     10.01 Indemnification.



          (A) Tenant agrees to protect, indemnify, hold harmless and defend Landlord and any
Mortgagee, as defined herein, and each of their respective partners, directors, officers,
agents and employees, successors and assigns, from and against:





     (i) any and all loss, cost, damage, liability or expense as incurred
(including but not limited to reasonable attorneys’ fees and legal costs) arising out of or related
to any claim, suit or judgment brought by or in favor of any person or persons for
damage, loss or expense due to, but not limited to, bodily injury, including
death, or property damage sustained by such person or persons which arises out of,
is occasioned by, or is in any way attributable to the use or occupancy of the
Premises or any portion of the Building by Tenant or the acts or omission of
Tenant or its agents, employees, contractors, clients, invitees or subtenants.
Such loss or damage shall include, but not be limited to, any injury or damages
to, or death of, Landlord’s employees or agents or damage to the Premises or any
portion of the Building.




     (ii) any and all environmental damages which arise from: (i) the handling
of any tenant’s Hazardous Materials, as defined in Section 6.03 or (ii) the breach of any
of the provisions of this Lease. For the purpose of this Lease, “environmental
damages” shall mean (a) all claims, judgments, damages, penalties, fines, costs,
liabilities, and losses (including without limitation, diminution in the value of
the Premises or any portion of the Building, damages for the loss of or
restriction on use of rentable or usable space or of any amenity of the Premises
or any portion of the Building, and from any adverse impact on Landlord’s
marketing of space); (b) all reasonable sums paid for settlement of claims,
attorneys’ fees, consultants’ fees and experts’ fees; and (c) all costs incurred
by Landlord in connection with investigation or remediation relating to the
handling of Tenant’s hazardous materials, whether or not required by environmental
laws, necessary for Landlord to make full economic use of the Premises or any
portion of the Building, or otherwise required under this Lease. To the extent
that Landlord is held strictly liable by a court or other governmental agency of
competent jurisdiction under any environmental laws, Tenant’s obligation to
Landlord and the other indemnities under the foregoing indemnification shall
likewise be without regard to fault on Tenant’s part with respect to the violation
of any environmental law which results in liability to the indemnitee. Tenant’s
obligations and liabilities pursuant to this Section 10.01 shall survive the
expiration or earlier termination of this Lease.


WITHOUT
LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO LANDLORD AND MORTGAGEE WITH RESPECT
TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED
BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT
LIABILITY OF LANDLORD. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LANDLORD TO THE EXTENT THAT
THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF LANDLORD, ITS AGENTS AND EMPLOYEES.




          (B) Landlord agrees to protect, indemnify, hold harmless and defend Tenant from and against
any and all loss, cost, damage, liability or expense, including reasonable attorneys’ fees, with
respect to any claim of damage or injury to persons or property at the Premises, caused by the
gross negligence of Landlord or its authorized agents or employees.




          (C) Notwithstanding anything to the contrary contained herein, nothing shall be interpreted
or used to in any way affect, limit, reduce or abrogate any insurance coverage provided by any
insurers to either Tenant or Landlord.




9









 








          (D) Notwithstanding anything to the contrary contained in this Lease, nothing herein shall
be construed to infer or imply that Tenant is a partner, joint venturer, agent, employee, or
otherwise acting by or at the direction of Landlord.




     10.02 Property Insurance.



          (A,) At all times during the Lease Term, Tenant shall procure and maintain, at its sole
expense, “all-risk” property insurance, for damage or other loss caused by fire or other casualty
or cause including, but not limited to, vandalism and malicious mischief, theft, water damage of
any type, including sprinkler leakage, bursting of pipes, explosion, in an amount not less than
one hundred percent (100%) of the replacement cost covering (a) all Alterations made by or for
Tenant in the Premises; and (b) Tenant’s trade fixtures, equipment and other personal property
from time to time situated in the Premises. The proceeds of such insurance shall be used for the
repair or replacement of the property so insured, except that if not so applied or if this Lease
is terminated following a casualty, the proceeds applicable to the leasehold improvements shall
be paid to Landlord and the proceeds applicable to Tenant’s personal property shall be paid to
Tenant.




          (B) At all times during the Lease Term, Tenant shall procure and maintain business
interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of
earnings attributable to all perils insured against in Section 10.02(A).




          (C) Landlord shall, at all times during the Lease Term, procure and maintain “all-risk”
property insurance in the amount nor less than ninety percent (90%) of the insurable replacement
cost covering the Building in which the Premises are located and such other insurance as may be
required by a Mortgagee or otherwise desired by Landlord.




     10.03 Liability Insurance.



          (A) At all times during the Lease Term, Tenant shall procure and maintain, at its sole
expense, commercial general liability insurance applying to the use and occupancy of the Premises
and the business operated by Tenant. Such insurance shall have a minimum combined single limit of
liability of at least Two Million Dollars ($2,000,000) per occurrence and a general aggregate
limit of at least Two Million Dollars ($2,000,000). All such policies shall be written to apply
to all bodily injury, property damage, personal injury losses and shall be endorsed to include
Landlord and its agents, beneficiaries, partners, employees, and any deed of trust holder or
mortgagee of Landlord or any ground lessor as additional insureds. Such liability insurance shall
be written as primary policies, not excess or contributing with or secondary to any other
insurance as may be available to the additional insureds.




          (B) Prior to the sale, storage, use or giving away of alcoholic beverages on or from the
Premises by Tenant or another person, Tenant, at its own expense, shall obtain a policy or
policies of insurance issued by a responsible insurance company and in a form acceptable to
Landlord saving harmless and protecting Landlord and the Premises against any and all damages,
claims, liens, judgments, expenses and costs, including actual attorneys’ fees, arising under any
present or future law, statute, or ordinance of the State of Texas or other governmental
authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away
of alcoholic beverages on or from the Premises. Such policy or policies of insurance shall have a
minimum combined single limit of One Million ($1,000,000) per occurrence and shall apply to
bodily injury, fatal or nonfatal; injury to means of support; and injury to property of any
person. Such policy or policies of insurance shall name Landlord and its agents, beneficiaries,
partners, employees and any mortgagee of Landlord or any ground lessor of Landlord as additional
insureds.




          (C) Landlord
shall, at all times during the Lease Term, procure and maintain commercial
general liability insurance for the Building in which the Premises are located. Such insurance
shall have minimum combined single limit of liability of at least Two Million Dollars ($2,000,000)
per occurrence, and a general aggregate limit of at least Two Million
Dollars ($2,000,000).




     10.04
Workers’ Compensation Insurance. At all times during the Lease Term, Tenant
shall procure and maintain Workers’ Compensation Insurance in accordance with the laws of the
State of Texas, and Employer’s Liability insurance with a limit not less than One Million Dollars
($1,000,000) Bodily Injury Each Accident; One Million Dollars ($1,000,000) Bodily Injury By
Disease — Each Person; and One Million Dollars ($1,000,000) Bodily Injury to Disease — Policy
Limit.



     10.05 Policy Requirements. All insurance required to be maintained by Tenant shall be
issued by insurance companies authorized to do insurance business in the State of Texas and rated
not less than A-VIII in Best’s Insurance Guide. A certificate of insurance (or, at Landlord’s
option, copies of the applicable policies) evidencing the insurance required under this Article X
shall be delivered to Landlord not less than thirty (30) days prior to the Commencement Date. No
such policy shall be subject to cancellation or modification without thirty (30) days prior
written notice to Landlord and to any deed of trust holder, mortgagee or ground lessor designated
by Landlord to Tenant. Tenant shall furnish Landlord with a replacement certificate with respect
to any insurance not less than thirty (30) days prior to the expiration of the current policy.
Tenant shall have the right to provide the insurance required by this Article X pursuant to
blanket policies, but only if such blanket policies expressly provide coverage to the Premises and
Landlord as required by this Lease.



     10.06 Waiver of Subrogation. Each party hereby waives any right of recovery against
the other for injury or loss due to hazards covered by insurance or required to be covered, to the
extent of the injury or loss




10












 




covered thereby. Any policy of insurance to be provided by Tenant or Landlord pursuant to
this Article X shall contain a clause denying the applicable insurer any right of subrogation
against the other party.




     10.07
Failure to Insure. If Tenant fails to maintain any
insurance which Tenant is
required to maintain pursuant to this Article X, Tenant shall be liable to Landlord for any loss
or cost resulting from such failure to maintain. Tenant may not self-insure against any risks
required to be covered by insurance without Landlord’s prior written, consent.



ARTICLE XI — DAMAGE OR DESTRUCTION




     11.01
Total Destruction. Except as provided in Section 11.03 below, this Lease shall
automatically terminate if the Building is totally destroyed.



     11.02 Partial Destruction of Premises. If the Premises are damaged by any casualty and,
in Landlord’s opinion, the Premises (exclusive of any Alterations made to the Premises by Tenant)
can be restored to its pre-existing condition within two hundred seventy (270) days after the date
of the damage or destruction, Landlord shall, upon written notice from Tenant to Landlord of such
damage, except as provided in Section 11.03, promptly and with due diligence repair any damage to
the Premises (exclusive of any Alterations to the Premises made by Tenant, which shall be promptly
repaired by Tenant at its sole expense) and, until such repairs are completed, the Rent shall be
abated from the date of damage or destruction in the same proportion that the rentable area of the
portion of the Premises which is unusable by Tenant in the conduct of its business bears to the
total rentable area of the Premises. If such repairs cannot, in Landlord’s opinion, be made within
said two hundred seventy (270) day period, then Landlord may, at its option, exercisable by written
notice given to Tenant within thirty (30) days after the date of the damage or destruction, elect
to make the repairs within a reasonable time after the damage or destruction, in which event this
Lease shall remain in full force and effect but the Rent shall be abated as provided in the
preceding sentence, if Landlord does not so elect to make the repairs, then either Landlord or
Tenant shall have the right, by written notice given to the other within sixty (60) days after the
date of the damage or destruction, to terminate this Lease as of the date of the damage or
destruction.



     11.03 Exceptions to Landlord’s Obligations. Notwithstanding anything to the contrary
contained in this Article XI, Landlord shall have no obligation to repair the Premises if either:
(a) the Building in which the Premises are located is so damaged as to require repairs to the
Building exceeding twenty percent (20%) of the full insurable value
of the Building; or (b)
Landlord elects to demolish the Building in which the Premises are located; or (c) the damage or
destruction occurs less than two (2) years prior to the Termination Date, exclusive of option
periods. Further, Tenant’s Rent shall not be abated if either (i) the damage or destruction is
repaired within five (5) business days after Landlord receives written notice from Tenant of the
casualty, or (ii) Tenant, or any officers, partners, employees, agents or invitees of Tenant, or
any assignee or subtenant of Tenant, is, in whole or in part, responsible for the damage or
destruction.



     11.04 Waiver. To the extent permitted by applicable law, the provisions contained in
this Lease shall supersede any contrary laws (whether statutory, common law or otherwise) now or
hereafter in effect relating to damage, destruction, self-help or termination.



ARTICLE XII — CONDEMNATION




     12.01 Taking. If the entire Premises or so much of the Premises as to render the
balance unusable by Tenant shall be taken by condemnation, sale in lieu of condemnation or in any
other manner for any public or quasi-public purpose (collectively “Condemnation”), and if
Landlord, at its option, is unable or unwilling to provide substitute premises containing at
least as much rentable area as described in Section 1.02 above, then this Lease shall terminate
on the date that title or possession to the Premises is taken by the condemning authority,
whichever is earlier.



     12.02 Award. In the event of any Condemnation, the entire award for such taking
shall belong to Landlord. Tenant shall have no claim against Landlord or the award for the value
of any unexpired term of this Lease or otherwise. Tenant shall be entitled to independently
pursue a separate award in a separate proceeding for Tenant’s relocation costs directly
associated with the taking, provided such separate award does not diminish Landlord’s award.



     12.03 Temporary Taking. No temporary taking of the Premises shall terminate this
Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease;
provided, further, that any award for such temporary taking shall belong to Tenant to the extent
that the award applies to any time period during the Lease Term and to Landlord to the extent that
the award applies to any time period outside the Lease Term.



ARTICLE
XIII — RELOCATION




     13.01 Relocation. Landlord shall have the right, at its option upon not less than
thirty (30) days prior written notice to Tenant, to relocate Tenant and to substitute for the
Premises described above other space in the Building containing at least as much rentable area as
the Premises described in Section 1.02 above. If Tenant is already in occupancy of the Premises,
then Landlord shall approve in advance the relocation expenses for purposes



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of reimbursement for Tenant’s reasonable moving and telephone relocation expenses and for
reasonable quantities of new stationery upon submission to Landlord of receipts for such
expenditures incurred by Tenant.




ARTICLE XIV — ASSIGNMENT AND SUBLETTING



     14.01 Restriction. Without the prior written consent of Landlord, Tenant shall not,
either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or
any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be
occupied by anyone other than Tenant or Tenant’s employees (any such assignment, encumbrance,
subletting, occupation or transfer is hereinafter referred to as a “Transfer”). For purposes of
this Lease, the term “‘Transfer” shall also include (a) if Tenant is a partnership, the withdrawal
or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a
transfer of a majority of partnership interests, within a twelve month period, or the dissolution
of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly
held and not traded through an exchange or over the counter) or a limited liability company, the
dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or
within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of
the voting securities of Tenant (other than to immediate family members by reason of gift or
death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of
Tenant’s net assets, and (c) any change by Tenant in the form of its legal organization under
applicable state law (such as, for example, a change from a general partnership to a limited
partnership or from a corporation to a limited liability company). An assignment, subletting or
other action in violation of the foregoing shall be void and, at Landlord’s option, shall
constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV
to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any
part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least
twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default
under any other lease for space in a property that is managed by Kennedy-Wilson Properties Ltd. or
any of its affiliates. For purposes of this provision, the term “Affiliate” shall mean any
corporation or other entity controlling, controlled by, or under common control with (directly or
indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or
any subsidiary that Tenant controls. The term “control,” as used herein, shall mean the power to
direct or cause the direction of the management and policies of the controlled entity through the
ownership of more than fifty percent (50%) of the voting securities in such controlled entity.
Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees
not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization
of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or
percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.




     14.02 Notice to Landlord. If Tenant desires to assign this Lease or any interest
herein, or to sublet all or any part of the Premises, then at least thirty (30) days but not more
than one hundred eighty (180) days prior to the effective date of the proposed assignment or
subletting, Tenant shall submit to Landlord in connection with Tenant’s request for Landlord’s
consent:



          (A) A statement containing (i) the name and address of the proposed assignee or subtenant;
(ii) such financial information with respect to the proposed assignee or subtenant as Landlord
shall reasonably require; (iii) the type of use proposed for the
Premises; and (iv) all of the
principal terms of the proposed assignment or subletting; and




          (B) Four (4) originals of the assignment or sublease on a form approved by Landlord and four
(4) originals of the Landlord’s Consent to Sublease or Assignment and Assumption of Lease and
Consent.




     14.03 Landlord’s Recapture Rights. At any time within twenty (20) business days
after Landlord’s receipt of all (but not less than all) of the information and documents described
in Section 14.02 above, Landlord may, at its option by written notice to Tenant, elect to: (a)
sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms
as those offered to the proposed subtenant; (b) take an assignment of the Lease upon the same
terms as those offered to the proposed assignee; or (c) terminate the Lease in its entirety or as
to the portion of the Premises proposed to be assigned or sublet, with a proportionate adjustment
in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises. If
Landlord does not exercise any of the options described in the preceding sentence, then, during
the above-described twenty (20) business day period, Landlord shall either consent or deny its
consent to the proposed assignment or subletting.



     14.04 Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or
subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial,
Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i)
the proposed assignee or subtenant does not have the financial strength to perform its
obligations under this Lease or any proposed sublease; (ii) the business and operations of the
proposed assignee or subtenant are not of comparable quality to the business and operations being
conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to
use any part of the Premises for a purpose not permitted under this Lease; (iv) either the
proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled
by, or is under common control with the proposed assignee or subtenant occupies space in the
Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed
assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the
proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a
negative manner including but not limited to significantly increasing the pedestrian traffic in
and out of the Building or requiring any alterations to the Building to comply with applicable
laws; (vii) the subject space is not regular in shape with appropriate means



12









 




of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government
(or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time
Tenant requests consent tot the proposed Transfer.




     14.05 Additional Rent. If Landlord consents to any such assignment or subletting,
two-thirds (2/3) of the amount by which all sums or other economic consideration received by Tenant
in connection with such assignment or subletting, whether denominated as rental or otherwise,
exceeds, in the aggregate, the total sum which Tenant is obligated to pay Landlord under this Lease
(prorated to reflect obligations allocable to less than all of the Premises under a sublease) shall
be paid to Landlord promptly after receipt as additional Rent under the Lease without affecting or
reducing any other obligation of Tenant hereunder.



     14.06 Landlord’s Costs. If Tenant shall Transfer this Lease or all or any part of the
Premises or shall request the consent of Landlord to any Transfer, Tenant shall pay to Landlord as
additional rent Landlord’s costs related thereto, including Landlord’s reasonable attorneys’ fees
and a minimum fee to Landlord of Five Hundred Dollars ($500.00).



     14.07 Continuing Liability of Tenant. Notwithstanding any Transfer, including an
assignment or sublease to an Affiliate, Tenant shall remain as fully and primarily liable for the
payment of Rent and for the performance of all other obligations of Tenant contained in this Lease
to the same extent as if the Transfer had not occurred; provided, however, that any act or omission
of any transferee, other than Landlord, that violates the terms of this Lease shall be deemed a
violation of this Lease by Tenant.



     14.08 Non-Waiver. The consent by Landlord to any Transfer shall not relieve Tenant,
or any person claiming through or by Tenant, of the obligation to obtain the consent of Landlord,
pursuant to this Article XIV, to any further Transfer, In the event of an assignment or
subletting, Landlord may collect rent from the assignee or the subtenant without waiving any rights
hereunder and collection of the rent from a person other than Tenant shall not be deemed a waiver
of any of Landlord’s rights under this Article XIV, an acceptance of assignee or subtenant as
Tenant, or a release of Tenant from the performance of Tenant’s obligations under this Lease, If
Tenant shall default under this Lease and fail to cure within the time permitted, Landlord is
irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any transferee to make
all payments under or in connection with the Transfer directly to Landlord (which Landlord shall
apply towards Tenant’s obligations under this Lease) until such default is cured.



ARTICLE XV — DEFAULT AND REMEDIES




     15.01 Events of Default By Tenant. The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant:



          (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by
Tenant hereunder as and when due.




          (B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for
fourteen (14) consecutive days (with or without the payment of Rent).




          (C) The making by Tenant of any assignment of this Lease or any sublease of all or part of
the Premises, except as expressly permitted under Article XIV of this Lease.




          (D) The failure by Tenant to observe or perform any other provision of this Lease to be
observed or performed by Tenant, other than those described in
Sections 15.01(A), 15.01(B) or 15.01(C) above, if such failure continues for ten (10) days after written notice thereof by Landlord to
Tenant; provided, however, that if the nature of the default is such that it cannot be cured
within the ten (10) day period, no default shall exist if Tenant commences the curing of the
default within the ten (10) day period and thereafter diligently prosecutes the same to
completion.




          (E) The making by Tenant or its Guarantor of any general assignment for the benefit of
creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or
slate bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its
Guarantor the same is dismissed within thirty (30) days after filing); the appointment of a
trustee or receiver to take possession of substantially all of Tenant’s assets at the Premises or
Tenant’s interest in this Lease or the Premises, when possession is not restored to Tenant within
thirty (30) days; or the attachment, execution or other seizure of substantially all of Tenant’s
assets located at the Premises or Tenant’s interest in this Lease or the Premises, if such seizure
is not discharged within thirty (30) days.




          (F) Any material misrepresentation herein, or material misrepresentation or omission in any
financial statements or other materials provided by Tenant or any Guarantor in connection with
negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.




     15.02 Landlord’s Right to Terminate Upon Tenant Default. In the event of any default
by Tenant as provided in Section 15.01 above, Landlord shall have the right to terminate this
Lease and recover possession of the Premises by giving written notice to Tenant of Landlord’s
election to terminate this Lease, in which event Landlord shall be entitled to receive from
Tenant:



          (A) The worth at the time of award of any unpaid Rent which had been earned at the time of
such termination; plus




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          (B) The worth at the time of award of the amount by which the unpaid Rent which would have
been earned after termination until the time of award exceeds the amount of such rental loss Tenant
proves could have been reasonably avoided; plus




          (C) The worth at the time of award of the amount by which the unpaid Rent for the balance of
the term after the time of award exceeds the amount of such rental loss that Tenant proves could be
reasonably avoided; plus




          (D) Any other amount necessary to compensate Landlord for all the detriment proximately caused
by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom; and




          (E) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as
may be permitted from time to time by applicable law.




     As used in subparagraphs (A) and (B) above, “worth at the time of award” shall be computed
by allowing interest on such amounts at the then highest lawful rate of interest, but in no event
to exceed one percent (1%) per annum plus the rate established by the Federal Reserve Bank of San
Francisco on advances made to member banks under Sections of the Federal Reserve Act (“discount
rate”) prevailing at the time of the award. As used in paragraph (C) above, “worth at the time of
award” shall be computed by discounting such amount by (i) the discount rate of the Federal
Reserve Bank of San Francisco prevailing at the time of award plus (ii) one percent (1%).



     15.03 Mitigation of Damages. If Landlord terminates this Lease or Tenant’s right to
possession of the premises, Landlord shall have no obligation to mitigate Landlord’s damages except
to the extent required by applicable laws. If Landlord is required to mitigate damages as provided
herein: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not
exceed such efforts as Landlord generally uses to lease other space in the Building; (ii) Landlord
will not be deemed to have failed to mitigate if Landlord or its affiliates lease any other
portions of the Building or other projects owned by Landlord or its affiliates in the same
geographic area, before reletting all or any portion of the Premises,
and (ii) any failure to
mitigate as described herein with respect to any period of time shall only reduce the Rent and
other amounts to which Landlord is entitled hereunder by the reasonable rental value of the
Premises during such period. In recognition that the value of the Building depends on the rental
rates and terms of leases therein. Landlord’s rejection of a prospective replacement tenant based
on an offer of rentals below Landlord’s published rates for new leases of comparable space at the
Building at the time in question, or at Landlord’s option, below the rates provided in this Lease,
or containing terms less favorable than those contained herein, shall not give rise to a claim by
Tenant that Landlord failed to mitigate Landlord’s damages.



     15.04 Landlord’s Right To Continue Lease Upon Tenant Default. In the event of a
default of this Lease and abandonment of the Premises by Tenant, if Landlord does not elect to
terminate this Lease as provided in Section 15.02 above, Landlord may from time to time, without
terminating this Lease, enforce all of its rights and remedies under this Lease. In the event
Landlord re-lets the Premises, to the fullest extend permitted by law, the proceeds of any
reletting shall be applied first to pay to Landlord all costs and expenses of such reletting
(including without limitation, costs and expenses of retaking or repossessing the Premises,
removing persons and property therefrom, securing new tenants, including expenses for
redecoration, alterations and other costs in connection with preparing the Premises for the new
tenant, and if Landlord shall maintain and operate the performance by a receiver to protect the
Premises and Landlord’s interest under this Lease and any necessary or reasonable alterations;
second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid
hereunder; third, in the payment of Rent due and unpaid hereunder; and the residue, if any, shall
be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as
the same may become due and payable, and Tenant shall not be entitled to receive any portion of
such revenue.



     15.05 Right of Landlord to Perform. All covenants and agreements to be performed by
Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense. If
Tenant shall fail to pay any sum of money, other than Rent, required to be paid by it hereunder or
shall fail to perform any other act on its part to be performed hereunder, Landlord may, but shall
not be obligated to, make any payment or perform any such other act on Tenant’s part to be made or
performed, without waiving or releasing Tenant of its obligations
under this Lease. Any sums so
paid by Landlord and all necessary incidental costs, together with interest thereon at the lesser
of the maximum rate permitted by law if any or twelve percent (12%) per annum from the date of
such payment, shall be payable to Landlord as additional rent on demand and Landlord shall have
the same rights and remedies in the event of nonpayment as in the case of default by Tenant in the
payment of Rent.



     15.06
Default Under Other Leases. If the term of any lease, other than this
Lease, heretofore or hereafter made by Tenant for any office space in the Building shall be
terminated or terminable after the making of this Lease because of any default by Tenant under
such other lease, such fact shall empower Landlord, at Landlord’s sole option, to terminate this
Lease by notice to Tenant or to exercise any of the rights or remedies set forth in Section 15.02.



     15.07 Non-Waiver. Nothing in this Article shall be deemed to
affect Landlord’s rights to indemnification for liability or liabilities arising prior to
termination of this Lease or Tenant’s right to possession of the Premises for personal injury or
property damages under the indemnification clause or clauses contained in this Lease. No
acceptance by Landlord of a lesser sum than the Rent then due shall be deemed to be other than on
account of the earliest installment of such rent due, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right
to recover the balance of such installment or pursue any



14









 




other remedy in the Lease provided. The delivery of keys to any employee of Landlord or to
Landlord’s agent or any employee thereof shall not operate as a termination of this Lease or a
surrender of the Premises.




     15.08 Cumulative Remedies. The specific remedies to which Landlord may resort
under the terms of the Lease are cumulative and are not intended to be exclusive of any other
remedies or means of redress to winch it may be lawfully entitled in case of any breach or
threatened breach by Tenant of any provisions of the Lease. In addition to the other remedies
provided in the Lease, Landlord shall be entitled to a restraint by injunction of the violation
or attempted or threatened violation of any of the covenants, conditions or provisions of the
Lease or to a decree compelling specific performance of any such covenants, conditions or
provisions.



     15.09 Default by Landlord. Landlord’s failure to perform or observe any of its
obligations under this Lease shall constitute a default by Landlord under this Lease only if such
failure shall continue for a period of thirty (30) days (or the additional time, if any, that is
reasonably necessary to promptly and diligently cure the failure) after Landlord receives written
notice from Tenant specifying the default. The notice shall give in reasonable detail the nature
and extent of the failure and shall identify the Lease provision(s) containing the obligation(s).
If Landlord shall default in the performance of any of its obligations under this Lease (alter
notice and opportunity to cure as provided herein), Tenant may pursue any remedies available to it
under the law and this Lease, except that, in no event, shall Landlord be liable for punitive
damages, lost profits, business interruption, speculative,
consequential or other such damages. In
recognition that Landlord must receive timely payments of Rent and operate the Building, Tenant
shall have no right of self-help to perform repairs or any other obligation of Landlord, and shall
have no right to withhold, set-off, or abate Rent.



ARTICLE XVI — ATTORNEYS’ FEES: COSTS OF SUIT




     16.01 Attorneys Fees. If either Landlord or Tenant shall commence any action or other
proceeding against the other arising out of, or relating to, this Lease or the Premises, the
prevailing party shall be entitled to recover from the losing party, in addition to any other
relief, its actual attorneys’ fees irrespective of whether or not the action or other proceeding is
prosecuted to judgment and irrespective of any court schedule of reasonable attorneys’ fees. In
addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys’ fees incurred
in collecting Rent, resolving any actual default by Tenant, securing indemnification as provided in
Article X and paragraphs, 16.02, 23.01 and 25.01 herein or otherwise seeking enforcement against
Tenant, its sublessees and assigns, of Tenant’s obligations under this Lease.



     16.02 Indemnification. Should
Landlord be made a party to any litigation instituted by
Tenant against a party other than Landlord, or by a third party against Tenant, Tenant shall
indemnify, hold harmless and defend Landlord from any and all loss, cost, liability, damage or
expense incurred by Landlord, including attorneys’ fees, in connection with the litigation.



ARTICLE XVII — SUBORDINATION AND ATTORNMENT




     17.01 Subordination. This Lease, and
the rights of Tenant hereunder, are and shall
be subject and subordinate to the interest of (i) all present and future ground leases and master
leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust
encumbering all or any part of the Building; (iii) all past and future advances made under any such
mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of
any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any
lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such
mortgage or deed of trust ( any such lessor, mortgagee or beneficiary is hereinafter referred to
as a “Mortgagee”) shall have the right to elect, by written
notice given to Tenant, to have this
Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed
of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust
but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute,
acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to
effect the purposes of this Section 17.01. Such instruments may contain, among other things,
provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01,
a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its
predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s
interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have
been able to assert against Landlord or its predecessors, if any, prior to the date of such
Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for
the return of any security deposit under the Lease unless the same shall have actually been
deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default
under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any
right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by
any rent or additional rent which Tenant might have paid for more than the current month to
Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or
surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound
by any obligation to make any payment to Tenant which was required to be made prior to the time
such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation
under the Lease to perform any work or to make any improvements to the demised Premises. Any
obligations of any Successor Landlord under its respective lease shall be non-recourse as to any
assets of such Successor Landlord other than its interest in the
Premises and improvements.



     17.02 Attornment. If the interests of Landlord under the Lease shall be transferred
to any superior Mortgagee or other purchaser or person taking title to the Building by reason of
the termination of any superior lease or the foreclosure of any superior mortgage or deed of
trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and
conditions of the Lease for the balance of the term thereof remaining and any extensions or
renewals thereof which may be effected in accordance with any option therefor in the Lease, with
the



15









 




same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant
shall attorn to and recognize as Tenant’s landlord under this Lease such Successor Landlord, as
its landlord, said adornment to be effective and self-operative without the execution of any
further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the
Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person
to evidence the attornment described in this Section 17.02. Concurrently, upon written request
from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use
diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the
Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary
form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially
reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such
Mortgagee, Landlord shall have no further obligation to Tenant with respect thereto.




     17.03 Mortgagee Protection. Tenant agrees to give any Mortgagee, by registered or
certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that
prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of
Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee (hereafter the
“Notified Party”). Tenant further agrees that if Landlord shall have failed to cure such default
within twenty (20) days after such notice to Landlord (or if such default cannot be cured or
corrected within that time, then such additional time as may be necessary if Landlord has
commenced within such twenty (20) days and is diligently pursuing the remedies or steps necessary
to cure or correct such default), then the Notified Party shall have an additional thirty (30)
days within which to cure or correct such default (or if such default cannot be cured or corrected
within that time, then such additional time as may be necessary if the Notified Party has
commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary
to cure or correct such default). Until the time allowed, as aforesaid, for the Notified Party to
cure such default has expired without cure, Tenant shall have no
right to, and shall not,
terminate this Lease on account of Landlord’s default.



ARTICLE XVIII — QUIET ENJOYMENT




     18.01 Provided that Tenant performs all of its obligations hereunder, Tenant shall have and
peaceably enjoy the Premises during the Lease Term free of claims by or through Landlord, subject
to all of the terms and conditions contained in this Lease.



ARTICLE XIX — RULES AND REGULATIONS




     19.01 The Rules and Regulations attached hereto as Exhibit C are hereby incorporated by
reference herein and made a part hereof. Tenant shall abide by, and faithfully observe and comply
with the Rules and Regulations and any reasonable and non-discriminatory amendments,
modifications and/or additions thereto as may hereafter be adopted and published by written
notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of
the Premises and/or the Building. Landlord shall not be liable to Tenant for any violation of
such rules and regulations by any other tenant or occupant of the
Building.



ARTICLE XX — ESTOPPEL CERTIFICATES




     20.01 Tenant agrees at any time and from time to time upon not less than ten (10)
days’ prior written notice from Landlord to execute, acknowledge and deliver to Landlord a
statement in writing addressed and certifying to Landlord, to any current or prospective
Mortgagee or any assignee thereof, to any prospective purchaser of the land, improvements or both
comprising the Building, and to any other party designated by Landlord, that this Lease is
unmodified and in full force and effect (of if there have been modifications, that the same is in
full force and effect as modified and stating the modifications); that Tenant has accepted
possession of the Premises, which are acceptable in all respects, and that any improvements
required by the terms of this Lease to be made by Landlord have been completed to the
satisfaction of Tenant; that Tenant is in full occupancy of the Premises; that no rent has been
paid more than thirty (30) days in advance; that the first month’s Base Rent has been paid; that
Tenant is entitled to no free rent or other concessions except as stated in this Lease; that
Tenant has not been notified of any previous assignment of Landlord’s or any predecessor
landlord’s interest under this Lease; the dates to which Base Rent, additional rental and other
charges have been paid; that Tenant, as of the date of such certificate, has no charge, lien or
claim of setoff under this Lease or otherwise against Base Rent, additional rental or other
charges due or to become due under this Lease; that Landlord is not in default in performance of
any covenant, agreement or condition contained in this Lease; or any other matter relating to
this Lease or the Premises or, if so, specifying each such default. If there is a Guaranty under
this Lease, said Guarantor shall confirm the validity of the Guaranty by joining in the execution
of the Estoppel Certificate or other documents so requested by Landlord or Mortgagee. In
addition, in the event that such certificate is being given to any Mortgagee, such statement may
contain any other provisions customarily required by such Mortgagee including, without
limitation, an agreement on the part of Tenant to furnish to such Mortgagee, written notice of
any Landlord default and a reasonable opportunity for such Mortgagee to cure such default prior
to Tenant being able to terminate this Lease. Any such statement delivered pursuant to this
Section may be relied upon by Landlord or any Mortgagee, or prospective purchaser to whom it is
addressed and such statement, if required by its addressee, may so specifically state. If Tenant
does not execute, acknowledge and deliver to Landlord the statement as and when required herein,
Landlord is hereby granted an irrevocable power-of-attorney, coupled with an interest, to execute
such statement on Tenant’s behalf, which statement shall be binding on Tenant to the same extent
as if executed by Tenant.



ARTICLE XXI — ENTRY BY LANDLORD




     21.01 Landlord may enter the Premises at all reasonable times to: inspect the same; exhibit
the same to prospective purchasers, Mortgagees or tenants; determine whether Tenant is complying
with all of its obligations




16











 




under this Lease; supply janitorial and other services to be provided by Landlord to Tenant
under this Lease; post notices of non-responsibility; and make repairs or improvements in or to
the Building or the Premises; provided, however, that all such work shall be done as promptly as
reasonably possible and so as to cause as little interference to
Tenant as reasonably possible.
Tenant hereby waives any claim for damages for any injury or inconvenience to, or interference
with, Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other
loss occasioned by such entry. Landlord shall at all times have and retain a key with which to
unlock all of the doors in, on or about the Premises (excluding Tenant’s vaults, safes and
similar areas designated by Tenant in writing in advance), and Landlord shall have the right to
use any and all means by which Landlord may deem proper to open such doors to obtain entry to the
Premises, and any entry to the Premises obtained by Landlord by any such means, or otherwise,
shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into
or a detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of
the Premises. Such entry by Landlord shall not act as a termination of Tenant’s duties under this
Lease. If Landlord shall be required to obtain entry by means other than a key provided by
Tenant, the cost of such entry shall by payable by Tenant to Landlord as additional rent.




ARTICLE XXII




LANDLORD’S LEASE UNDERTAKINGS-EXCULPATION FROM PERSONAL LIABILITY;

TRANSFER OF LANDLORD’S INTEREST



     22.01 Landlord’s Lease Undertakings. Notwithstanding anything to the contrary
contained in this Lease or in any exhibits, Riders or addenda hereto attached (collectively the
“Lease Documents”), it is expressly understood and agreed by and between the parties hereto that:
(a) the recourse of Tenant or us successors or assigns against Landlord with respect to the
alleged breach by or on the part of Landlord of any representation, warranty, covenant, undertaking
or agreement contained in any of the Lease Documents or otherwise arising out of Tenant’s use of
the Premises or the Building (collectively, “Landlord’s Lease Undertakings”) shall extend only to
Landlord’s interest in the real estate of which the Premises demised under the Lease Documents are
a part (“Landlord’s Real Estate”) and not to any other assets of Landlord or its constituent
partners; and (b) except to the extent of Landlord’s interest in Landlord’s Real Estate, no
personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease
Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or
enforceable against, Landlord, its constituent partners, or Kennedy-Wilson Properties Ltd., or
against any of their respective directors, officers, employees, agents, constituent partners,
beneficiaries, trustees or representatives.



     22.02 Transfer of Landlord’s Interest. In the event of any transfer of Landlord’s
interest in the Building, Landlord shall be automatically freed and relieved from all applicable
liability with respect to performance of any covenant or obligation on the part of Landlord,
provided any deposits or advance rents held by Landlord are turned over to the grantee and said
grantee expressly assumes, subject to the limitations of this Section 22, all the terms, covenants
and conditions of this Lease to be performed on the part of Landlord, it being intended hereby that
the covenants and obligations contained in this Lease on the part of Landlord shall, subject to all
the provisions of this Section 22, be binding on Landlord, its successors and assigns, only during
their respective periods of ownership.



ARTICLE XXIII — HOLDOVER TENANCY




     23.01 If Tenant holds possession of the Premises after the expiration or termination of the
Lease Term, by lapse of time or otherwise, Tenant shall become a tenant at sufferance upon all of
the terms contained herein, except as to Lease Term and Rent. During such holdover period, Tenant
shall pay to Landlord a monthly rental equivalent to two hundred percent (200%) of the Rent
Payable by Tenant to Landlord with respect to the last month of the Lease Term. The monthly rent
payable for such holdover period shall in no event be construed as a penalty or as liquidated
damages for such retention of possession. Without limiting the foregoing, Tenant hereby agrees to
indemnify, defend and hold harmless Landlord, its beneficiary, and their respective agents,
contractors and employees, from and against any and all claims, liabilities, actions, losses,
damages (including without limitation, direct, indirect, incidental and consequential) and
expenses (including, without limitation, court costs and reasonable attorneys’ fees) asserted
against or sustained by any such party and arising from or by reason of such retention of
possession, which obligations shall survive the expiration or termination of the Lease Term.



ARTICLE XXIV — NOTICES




     24.01 All notices which Landlord or Tenant may be required, or may desire, to serve on the
other may be served, as an alternative to personal service, by mailing the same by registered or
certified mail, postage prepaid, addressed to Landlord at the address for Landlord set forth in
Section 1.12 above and to Tenant at the address for Tenant set forth in Section 1.13 above, or,
from and after the Commencement Date, to Tenant at the Premises whether or not Tenant has
departed from, abandoned or vacated the Premises, or addressed to such other address or addresses
as either Landlord or Tenant may from time to time designate to the
other in writing. Any notice
shall be deemed to have been served at the time the same was posted.



ARTICLE XXV — BROKERS




     25.01 The parties recognize as the broker(s) who procured this Lease the firm(s) specified
in Section 1.14 and agree that Landlord shall be solely responsible for the payment of any
brokerage commissions to said broker(s), and that Tenant shall have no responsibility therefor
unless written provision to the contrary has been made a part of this Lease. If Tenant has dealt
with any other person or real estate broker in respect to leasing, subleasing or renting space in
the Budding, Tenant shall be solely responsible for the payment of any fee due said



17









 




manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if
such notice is given in the manner prescribed in this Lease at least five (5) days before the time
of sale. Any public sale made pursuant to the provisions of this paragraph shall be deemed to have
been a sale conducted in a commercially reasonable manner if held in the above-described Premises
or where the property is located after the time, place and method of sale and a general
description of the types of property to be sold have been advertised in a daily newspaper
published in the county in which the property is located for five consecutive days before the date
of the sale. The proceeds from any such disposition, less any and all expenses connected with the
taking of possession, holding and selling of the property (including reasonable attorneys’ fees
and legal expenses), shall be applied as a credit against the indebtedness secured by the lien and
security interest granted in this paragraph. Any surplus shall be paid to Tenant or as otherwise
required by law; Tenant shall pay any deficiencies forthwith. This Lease is intended as and
constitutes a security agreement within the meaning of the Uniform Commercial Code (or
corresponding state statute or statutes) in force in the state in which the property is located.
Landlord, in addition to the rights prescribed in this Lease, shall have all of the rights,
titles, liens, security interests and remedies with respect to the property in which Landlord is
granted a contractual lien and security interest hereunder as are available to a secured party
under the Uniform Commercial Code (or such corresponding state or statutes). Tenant will on
request, execute and deliver to Landlord a financing statement (or continuation statement) in form
satisfactory to Landlord and sufficient to perfect the security interest of Landlord in the
aforementioned property and proceeds thereof, or Landlord may file this Lease, or a carbon,
photographic or other reproduction of this Lease, as a financing statement. Landlord agrees that
it may subordinate its security interest and landlord’s lien to the security interest of Tenant’s
supplier or institutional financial source, provided that the subordination must be limited to a
specified transaction and specified items of the goods, wares, inventory, equipment, fixtures,
furniture improvements or other personal property involved in the transaction. Landlord reserves
all Landlord’s lien rights granted by applicable state and federal laws.




ARTICLE XXVIII — MISCELLANEOUS




     28.01 Entire Agreement. This Lease contains all of the agreements and understandings
relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection
with such leasing. Landlord has not made, and Tenant is not relying upon, any warranties, or
representations, promises or statements made by Landlord or any agent of Landlord, except as
expressly set forth herein. This Lease supersedes any and all prior agreements and understandings
between Landlord and Tenant and alone expresses the agreement of the parties.



     28.02 Amendments. This Lease shall not be amended, changed or modified in any way
unless in writing executed by Landlord and Tenant. Landlord shall not have waived or released any
of its rights hereunder unless in writing and executed by Landlord.



     28.03 Successors. Except as expressly provided herein, this Lease and the obligations
of Landlord and Tenant contained herein shall bind and benefit the successors and assigns of the
parties hereto.



     28.04 Force Majeure. Landlord shall incur no liability to Tenant with respect to, and
shall not be responsible for any failure to perform, any of Landlord’s obligations hereunder if
such failure is caused by any reason beyond the control of Landlord including, but not limited to,
strike, labor trouble, “governmental rule, regulations, ordinance, statute or interpretation, or by
fire, earthquake, civil commotion, or failure or disruption of utility services. The amount of
time for Landlord to perform any of Landlord’s obligations shall be extended by the amount of time
Landlord is delayed in performing such obligation by reason of any force majeure occurrence whether
similar to or different from the foregoing types of occurrences.



     28.05 Survival of Obligations. Any obligations of Tenant accruing prior to the
expiration of the Lease shall survive the expiration or earlier termination of the Lease, and
Tenant shall promptly perform all such obligations whether or not this Lease has expired or been
terminated.



     28.06 Light and Air. No diminution or shutting off of any light, air or view by any
structure now or hereafter erected shall in any manner affect this Lease or the obligations of
Tenant hereunder, or increase any of the obligations of Landlord hereunder.



     28.07 Governing Law. This Lease shall be governed by, and construed in accordance with,
the laws of the State of Texas.



     28.08 Severability. In the event any provision of this Lease is found to be
unenforceable, the remainder of this Lease shall not be affected, and any provision found to be
invalid shall be enforceable to the extent permitted by law. The parties agree that in the event
two different interpretations may be given to any provision hereunder, one of which will render the
provision unenforceable, and one of which will render the provision enforceable, the interpretation
rendering the provision enforceable shall be adopted.



     28.09 Captions. All captions, headings, titles, numerical references and computer
highlighting are for convenience only and shall have no effect on the interpretation of this Lease.



     28.10 Interpretation. Tenant acknowledges that it has read and reviewed this Lease
and that it has had the opportunity to confer with counsel in the
negotiation of this Lease.
Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be
given a fair and reasonable interpretation in accordance with the meaning of its terms and the
intent of the parties.



20









 





     28.11 Independent Covenants. Each covenant, agreement, obligation or other provision
of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not
dependent on any other provision of the Lease.



     28.12 Number and Gender. All terms and words used in this Lease, regardless of the
number or gender in which they are used, shall be deemed to include the appropriate number and
gender, as the context may require.



     28.13 Time is of the Essence. Time is of the essence of this Lease and the
performance of all obligations hereunder.



     28.14 Joint and Several Liability. If Tenant comprises more than one person or
entity, or if this Lease is guaranteed by any party, all such persons shall be jointly and
severally liable for payment of rents and the performance of Tenant’s obligations hereunder. If
Tenant comprises more than one person or entity and fewer than all of the persons or entities
comprising Tenant abandon the Premises, Landlord, at its sole option, may treat the abandonment by
such person or entities as an event of default and exercise with respect to such persons the rights
and remedies provided in Article XV without affecting the right or obligations of the persons or
entities comprising Tenant which have not abandoned the property.



     28.15 Exhibits. Exhibits A (Outline of Premises), B (Work Letter Agreement), C (Rules
and Regulations), D (Guaranty) and E (Suite Acceptance Letter) are incorporated into this Lease by
reference and made a part hereof.



     28.16 Offer to Lease. The submission of this Lease to Tenant or its broker or other
agent, does not constitute an offer to Tenant to lease the Premises. This Lease shall have no
force and effect until (a) it is executed and delivered by Tenant to Landlord and (b) it is fully
reviewed and executed by Landlord; provided, however, that, upon execution of this Lease by Tenant
and delivery to Landlord, such execution and delivery by Tenant, shall, in consideration of the
time and expense incurred by Landlord in reviewing the Lease and Tenant’s credit, constitute an
offer by Tenant to lease the Premises upon the terms and conditions set forth herein (which offer
to Lease shall be irrevocable for twenty (20) business days following the date of delivery).



     28.17
No Counterclaim; Choice of Laws. It is mutually agreed that in the event
Landlord commences any summary proceeding for non-payment of Rent, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceeding. In addition, Tenant hereby
submits to local jurisdiction in the State of Texas and agrees that any action by Tenant against
Landlord shall be instituted in the State of Texas and that Landlord shall have personal
jurisdiction over Tenant for any action brought by Landlord against Tenant in the State of Texas.



     28.18 Electrical Service to the Premises. Anything set forth in Section 7.01 or
elsewhere in this Lease to the contrary notwithstanding, electricity to the Premises shall not be
furnished by Landlord, but shall be furnished by the approved electric utility company serving the
Building. Landlord shall permit Tenant to receive such service directly from such utility company
at Tenant’s cost (except as otherwise provided herein) and shall permit Landlord’s wire and
conduits, to the extent available, suitable and safely capable, to be used for such purposes.



     28.19 Rights Reserved by Landlord. Landlord reserves the following rights exercisable
without notice (except as otherwise expressly provided to the contrary in this Lease) and without
being deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving
rise to any claim for set-off or abatement of Rent: (i) to change the name or street address of the
Building; (ii) to install, affix and maintain all signs on the exterior and/or interior of the
Building; (iii) to designate and/or approve prior to installation, all types of signs, window
shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be
visible from the exterior of the Premises and, notwithstanding the provisions of Article IX, the
design, arrangement, style, color and general appearance of the portion of the Premises visible
from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs,
art work, wall coverings, carpet and decorations, and all changes, additions and removals thereto,
shall, at all times have the appearance of premises having the same type of exposure and used for
substantially the same purposes that are generally prevailing in comparable office buildings in the
area. Any violation of this provision shall be deemed a material breach of this Lease; (iv) to
change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building,
provided no such change shall materially adversely affect access to the Premises; (v) to grant any
party the exclusive right to conduct any business or render any service in the Building, provided
such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes
permitted under this Lease; (vi) to prohibit the placement of vending or dispensing machines of any
kind in or about the Premises other than for use by Tenant’s employees; (vii) to prohibit the
placement of video or other electronic games in the Premises; (viii) to have access for Landlord
and other tenants of the Building to any mail chutes and boxes located in or on the Premises
according to the rules of the United States Post Office and to discontinue any mail chute business
in the Building; (ix) to close the Building after normal business hours, except that Tenant and its
employees and invitees shall be entitled to admission at all times under such rules and regulations
as Landlord prescribes for security purposes; (x) to install, operate and maintain security systems
which monitor, by close circuit television or otherwise, all persons entering or leaving the
Building; (xi) to install and maintain pipes, ducts, conduits, wires and structural elements
located in the Premises which serve other parts or other tenants of the Building; and (xii) to
retain at all times master keys or pass keys to the Premises.



21









 





     IN WITNESS WHEREOF, the parties hereto have executed this lease as of the date first
above written.



	 	 	 	 	 	 	 	 	 	 	 

	LANDLORD:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	KWI Ashford Westchase Buildings, L.P., a
Delaware limited partnership	 	 	 	

RigNet Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: KWI Ashford
Westchase General Partner, L.L.C., a
Delaware limited liability company, Its general partner	 	 	 	

By:	 	/s/ Morten Haugan	 	 
	 

	 	 	 	 	 	Name:
	 	 

Morten Haugan
	 	 
	By:

	 	Kennedy-Wilson Austin, Inc., Agent
	 	 	 	Its:
	 	Chief Administrative Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ E. Robert Shepard, Jr.	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	E. Robert Shepard, Jr.	 	 	 	 	 	 	 	 
	 

	 	Assistant Vice President	 	 	 	 	 	 	 	 





If Tenant
is a limited liability company, this Lease must be executed by one or more of
the authorized manager(s) as evidenced by a copy of the duly filed Articles of Organization
(LLC-1), in which event a conformed copy of the filed Articles of Organization (LLC-1) must be
attached to this Lease.



If Tenant is a corporation, the authorized officers must sign on behalf of the corporation and
indicate the capacity in which they are signing. This Lease must be executed by the president
or vice president and the secretary or assistant secretary, unless the bylaws or a resolution
of the board of directors shall otherwise provide, in which event the bylaws or a certified
copy of the resolution, as the case may be, must be attached to this Lease. In addition, a
certificate by the secretary of the corporation must be attached to this Lease stating that the
signatories are authorized to sign on behalf of the corporation.



If Tenant is a partnership, this Lease must be executed by a general partner or another party
authorized to sign on behalf of the partnership as evidenced by a fully executed copy of the
Partnership Agreement or duly recorded Statement of Partnership (or in the case of a limited
partnership, a copy of the duly filed LP-1 Certificate of Limited Partnership), in which event a
copy of the Partnership Agreement or a conformed copy of the recorded Statement of Partnership
(or LP-1, as the case may be) must be attached to this Lease. Additionally, if the general
partner or another party authorized to sign on behalf of the partnership is other than a natural
person, then the procedures for signatory authorization of that entity must also be reviewed in
accordance with these instructions.





22











 





EXHIBIT A

LOCATION IN THE BUILDING — PREMISES









1









 





EXHIBIT A-1

LOCATION IN THE BUILDING — STORAGE SPACE









2









 






EXHIBIT B

WORK LETTER AGREEMENT




     THIS
AGREEMENT made as of the 17 day of June, 2003, between KWI Ashford Westchase
Buildings, L.P., a Texas Limited Partnership dba Ashford II (“Landlord”) and
RigNet, Inc. (“Tenant”).



     Reference is made to the Lease or tenant expansion agreement dated June 17, 2003 (the
“Lease”) for premises
known as Suite 100 (the “Premises”), located in the property known as 1880 South
Dairy Ashford, Houston, Texas (the “Property”)



     Landlord agrees to perform the following items of work (the “Work”) in the Premises
(describe work and/or refer to any drawings or plans that have been prepared, if they are
final):



Landlord, at its sole cost and expense, shall
construct a demising partition to
separate the Premises from the Right of First Refusal Space (as defined in Exhibit D
attached), furnish and install approximately 20 linear feet of interior partition and 2
doors, paint all previously painted surfaces, clean existing carpet (if required), furnish
and install Suite door plaque, and make all necessary reasonable modifications and
additions to the electrical and HVAC systems to comfortably accommodate Tenant’s
occupancy. The existing herculite entry door will remain.



                    If Landlord requires further choices by Tenant respecting the above Work (e.g., color
choices respecting the above items), Tenant shall promptly choose the same from such
choices, if any, that Landlord makes available to Tenant as “building standard.” If any
such further choices are required, the parties agree that Tenant has heretofore been
provided an opportunity to view the available choices and Tenant agrees to make such
choices by N/A, 20______ . If Tenant
fails to do so by such date, Landlord may make such
choices for Tenant.




     Landlord will use reasonable efforts to complete the Work by the Commencement Date under
the Lease or within 90 days thereafter, subject to further delays beyond Landlord’s
reasonable control (as may be further described in the Lease), provided, notwithstanding
anything to the contrary contained in the Lease, delays in the Work hereunder shall not
postpone the commencement of Rent under any circumstances whether the delay is caused by
Tenant or Tenant’s contractors, agents or employees, or the delay is otherwise beyond
Landlord’s reasonable control (as may be further described in the Lease), or for any other
reason whatsoever Tenant acknowledges that the Work may occur during normal business hours
while Tenant is in occupancy of the Premises and that no interference to Tenant’s business
operations in, or use of, the Premises shall entitle Tenant to any abatement of rent or any
other concession, or give rise to any claim against, or liability of, Landlord.



     Notwithstanding
anything to the contrary contained in this Work Letter, it is expressly
understood and agreed by and between the parties hereto that: (a) The recourse of Tenant or
its successors or assigns against Landlord with respect to the alleged breach by or on the
part of Landlord of any representation, warranty, covenant, undertaking or agreement
contained in this Work Letter (collectively, “Landlord’s Work Letter Undertakings”) shall
extend only to Landlord’s interest in the real estate of which the Premises demised under the
Lease are a part (hereinafter, “Landlord’s Real Estate”) and not to any other assets of
Landlord or its constituent partners; and (b) except to the extent of Landlord’s interest in
Landlord’s Real Estate, no personal liability or personal responsibility of any sort with
respect to any of Landlord’s Work Letter Undertakings or any alleged breach thereof is
assumed by, or shall at any time be asserted or enforceable against, Landlord, its
constituent partners or Kennedy-Wilson Properties Ltd., or against any of their respective
directors, officers, shareholders, employees, agents, constituent partners, beneficiaries,
trustees or representatives



	 	 	 	 	 

	 	 	LANDLORD:
	 
	 	 	 	 
	 	 	KWI Ashford Westchase Buildings, L.P., a

Delaware limited partnership
	 
	 	 	 	 
	 	 	By: KWI Ashford Westchase General

Partner L.L.C., a Delaware limited liability

company, Its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Kennedy-Wilson Austin, Inc.

its Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ E. Robert Shepard, Jr.
	 

	 	 	 	 
	 

	 	 	 	E. Robert Shepard, Jr.
	 

	 	 	 	Assistant Vice President
	 
	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 
	 	 	RigNet, Inc.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Morten Haugan
	 

	 	 	 	 
	 

	 	Name:
	 	Morten Haugan
	 

	 	Its:
	 	CAO






 









 





EXHIBIT C

RULES AND REGULATIONS




     1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors
or halls shall not be obstructed or used for any purpose other than ingress and egress. The halls,
passages, entrances, elevators, stairways, balconies and roof are not for the use of the general
public, and Landlord shall in all cases retain the right to control or prevent access thereto by
all persons whose presence in the judgment of Landlord shall be prejudicial to the safety,
character, reputation or interests of Landlord and its tenants, provided that nothing herein
contained shall be construed to prevent such access by persons with whom the tenant normally deals
in the ordinary course of its business unless such persons are engaged in illegal activities. No
tenant and no employees of any tenant shall go upon the roof of the Building without the written
consent of Landlord.



     2. No awnings or other projections shall be attached to the outside walls or surfaces of the
Building nor shall the interior or exterior of any windows be coated without the prior written
consent of Landlord. Except as otherwise specifically approved by Landlord, all electrical ceiling
fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent and of
a quality, type, design and bulb color approved by Landlord. Tenant shall not place anything or
allow anything to be placed near the glass of any window, door, partition or wall which may appear
unsightly from outside the Premises.



     3. No sign, picture, plaque, advertisement, notice or other material shall be exhibited,
painted, inscribed or affixed by any tenant on any part of, or so as to be seen from the outside
of the Premises or the Building without the prior written consent of Landlord. In the event of
the violation of the foregoing by any tenant, Landlord may remove the same without any liability,
and may charge the expense incurred in such removal to the tenant violating this rule. Interior
signs on doors and the directory tablet shall be inscribed, painted or affixed for each tenant by
Landlord at the expense of such tenant, and shall be of a size, color and style acceptable to
Landlord.



     4. The toilets and wash basins and other plumbing fixtures shall not be used for any purpose
other than those for which they were constructed, and no sweepings, rubbish, rags or other
substances shall be thrown therein. All damage resulting from any misuse of the fixtures shall be
borne by tenant who, or whose servants, employees, agents, visitors or licensees, shall have
caused the same.



     5. No tenant or its officers, agents, employees or invitees shall mark, paint, drill into, or
in any way deface any part of the Premises or the Building. No boring, cutting or stringing of
wires or laying of linoleum or other similar floor coverings shall be permitted except with the
prior written consent of Landlord and as Landlord may direct.



     6. No bicycles, vehicles or animals of any kind shall be brought into or kept in or about the
Premises and no cooking shall be done or permitted by any tenant on the Premises except that
microwave cooking in a UL-approved microwave oven and the preparation of coffee, tea, hot
chocolate and similar items for the tenant and its employees and business visitors shall be
permitted. Tenant shall not cause or permit any unusual or objectionable odors to escape from the
Premises.



     7. The Premises shall not be used for manufacturing or for the storage of merchandise except
as such storage may be incidental to the use of the Premises for general office purposes. No
tenant shall engage or pay any employees on the Premises except those actually working for such
tenant on the Premises nor advertise for laborers giving an address at the Premises. The Premises
shall not be used for lodging or sleeping or for any immoral or illegal purposes.



     8. No tenant or its officers, agents, employees or invitees shall make, or permit to be made
any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with occupants of
this or neighboring buildings or Premises or those having business with them whether by the use of
any musical instrument, radio, phonograph, unusual noise, or in any other way.



     9. No tenant or its officers, agents, employees or invitees shall throw anything out of
doors, balconies or down the passageways.



     10. Tenant shall not maintain armed security in or about the Premises nor possess any
weapons, explosives, combustibles or other hazardous devices in or about the Building and/or
Premises.



     11. No tenant or its officers, agents, employees or invitees shall at any time use, bring or
keep upon the Premises any flammable, combustible, explosive, foul or noxious fluid, chemical or
substance, or do or permit anything to be done in the leased Premises, or bring or keep anything
therein, which shall in any way increase the rate of fire insurance on the Building, or on the
property kept therein, or obstruct or interfere with the rights of other tenants, or in any way
injure or annoy them, or conflict with the regulations of the Fire Department or the fire laws, or
with any insurance policy upon the Building, or any part hereof, or with any rules and ordinances
established by the Board of Health or other governmental authority.



     12. No additional locks or bolts of any kind shall be placed upon any of the doors or windows
by any tenant, nor shall any changes be made in existing locks or the mechanism thereof. Each
tenant must, upon the termination of this tenancy, restore to Landlord all keys of stores, offices,
and toilet rooms, either furnished to, or otherwise procured by, such tenant, and in the event of
the loss of any keys so furnished, such tenant shall pay to Landlord the cost of replacing the same
or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to
make such change.



 









 





     13. All removals, or the carrying in or out of any safes, freight, furniture, or bulky matter
of any description must take place during the hours which Landlord
may determine form time to
time. The moving to sates or other fixtures or bulky matter of any kind must be made upon previous
notice to the manager of the Building and under his or her supervision, and the persons employed
by any tenant for such work must be acceptable to Landlord. Landlord reserves the right to inspect
all safes, freight or other bulky articles to be brought into the Building and to exclude from the
Building all sates, freight or other bulky articles which violate any of these Rules and
Regulations or the Lease of which these Rules and Regulations are a part. Landlord reserves the
right to prohibit or impose conditions upon the installation in the Premises of heavy objects
which might overload the building floors. Landlord will not be responsible for loss of or damage
to any safes, freight, bulky articles or other property from any cause, and all damage done to the
Building by moving or maintaining any such safe or other property shall be repaired at the expense
of the tenant.



     14. No tenant shall purchase or otherwise obtain for use in the Premises water, ice, towel,
vending machine, janitorial, maintenance or other like services, or accept barbering or
bootblacking services, except from persons authorized by Landlord, and at hours and under
regulations fixed by Landlord.



     15. Landlord shall have the right to prohibit any advertising by any tenant which, in
Landlord’s opinion, tends to impair the reputation of the Building or its desirability as an
office building and upon written notice from Landlord any tenant shall refrain from or discontinue
such advertising. No tenant shall use any graphic image of the Building or any part of the
Building for advertising or public relations without Landlord’s written permission.



     16. Landlord
reserves the right to exclude from the Building between the hours of 10:00 p.m.
and 7:00 a.m. and at all hours of Saturdays, Sundays and legal holidays all persons who do not
present a pass signed by Landlord. Landlord shall furnish passes to persons for whom any tenant
requests the same in writing. Each tenant shall be responsible for all persons for whom he
requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall in no
case be liable for damages for any error with regard to the admission to or exclusion from the
Building of any person. In the case of invasion, mob, riot, public excitement or other commotion,
Landlord reserves the right to prevent access to the Building during the continuance of the same,
by closing of the gates and doors or otherwise, for the safety of the tenants and others and the
protection of the Building and the property therein.



     17. Any
outside contractor employed by any tenant, shall, while in the Building, be subject
to the prior written approval of Landlord and subject to the Rules and Regulations of the
Building. Tenant shall be responsible for all acts of such persons and Landlord shall not be
responsible for any loss or damage to property in the Premises, however occurring.



     18. All
doors opening onto public corridors shall be kept closed, except when
in use for
ingress and egress, and left locked when not in use.



     19. The requirements of tenants will be attended to only upon application to the Office of
the Building.



     20. Canvassing, soliciting and peddling in the Building are prohibited and each tenant shall
cooperate to prevent the same.



     21. All office equipment of any electrical or mechanical nature shall be placed by tenants in
the Premises in setting approved by Landlord, to absorb or prevent any vibration, noise or
annoyance.



     22. No air conditioning unit or other similar apparatus shall be installed or used by any
tenant without the written consent of Landlord.



     23. There shall not be used in any space, or in the public halls of the Building either by
any tenant or others, any hand trucks except those equipped with rubber tires and side guards.



     24. Landlord will direct electricians as to where and how telephone and telegraph wires are
to be introduced. No boring or cutting for wires or stringing of wires will be allowed without
written consent of Landlord. The location of telephones, call boxes and other office equipment
affixed to the Premises shall be subject to the approval of Landlord. All such work shall be
effected pursuant to permits issued by all applicable governmental authorities having
jurisdiction.



     25. No vendor with the intent of selling such goods shall be allowed to transport or carry
beverages, food, food containers, etc., on any passenger elevators. The transportation of such
items shall be via the service elevators in such manner as prescribed by Landlord.



     26. Tenants shall cooperate with Landlord in the conservation of energy used in or about the
Building, including without limitation, cooperating with Landlord in obtaining maximum
effectiveness of the cooling system by closing drapes or other window coverings when the sun’s rays
fall directly on windows of the Premises, and closing windows and doors to prevent heat loss.
Tenant shall not obstruct, alter or in any way impair the efficient operation of Landlord’s
heating, lighting, ventilating and air conditioning system and shall not place bottles, machines,
parcels or any other articles on the induction unit enclosure so as to interfere with air flow.
Tenant shall not tamper with or change the setting of any thermostats or temperature control
valves, and shall in general use heat, gas, electricity, air conditioning equipment and heating
equipment in a manner compatible with sound energy conservation practices and standards.



 









 





     27. All
parking ramps and areas, pedestrian walkways, plazas, and other public areas forming a
part of the Building shall be under the sole and absolute control of Landlord with the exclusive
right to regulate and control these areas. Tenant agrees to conform to the rules and regulations
that may be established by Landlord for these areas from time to time.



     28. Landlord
reserves the right to exclude or expel from the Building any person who, in the
judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in
any manner do any act in violation of any of the rules and regulations of the Building.



     29. Tenant and its employees, agents, subtenants, contractors and invitees shall comply with
all applicable “no-smoking” ordinances and, irrespective of such ordinances, shall not smoke or
permit smoking of cigarettes, cigars or pipes inside or outside of Tenant’s Premises (including
plaza areas) in any portions of the Building except areas specifically designated as smoking areas
by Landlord.






 









 








EXHIBIT D

SPECIAL PROVISIONS




1. Right of First Refusal





	Provided the Lease in full force and effect and no Event of Default shall have occurred, Tenant
shall have the right of first refusal to lease approximately 1,432 RSF adjacent and contiguous to
the Premises (“Right of First Refusal Space”) prior to Landlord leasing said Right of First
Refusal Space, or any portion thereof, to any bona fide third party. At such time as Landlord
engages into negotiations with a prospective tenant on all or any portion of the Right of First
Refusal Space (“Offered Space”), Landlord shall notify Tenant in writing of such negotiations,
and Tenant shall have the right to exercise its Right of first Refusal on the Offered Space upon
the following conditions:






	 	1.	 	If Landlord enters into negotiations with a prospective tenant to lease the Offered
Space, Landlord shall notify Tenant of such fact and shall include in such notice the
rent, term and other terms (including, but not limited to, finish out, moving allowances
and design fees), at which Landlord is prepared to offer such Offered Space to such
prospective tenant. Tenant shall have a period of three (3) days from the date of Tenant’s
actual receipt of the notice to notify Landlord whether Tenant elects to exercise the
right granted hereby to lease the Offered Space. If Tenant fails to give any notice to
Landlord within the required three (3) business day period, Tenant shall be deemed to have
waived its right to lease the Offered Space.
	 
	 	2.	 	If Tenant so waives its right to lease the Offered Space (either by giving written
notice thereof or by failing to give any notice), Landlord shall have the right to lease
the Offered Space to the prospective tenant and upon the execution of such lease between
Landlord and the prospective tenant this Right of First Refusal as to the Offered Space
shall thereafter be null, void and of no further force or effect.
	 
	 	3.	 	If Landlord does not enter into a lease with such prospective tenant covering the
Offered Space, Landlord shall not thereafter engage in other lease negotiations with
respect to the Right of First Refusal Space without first complying with the provisions of
this Option.
	 
	 	4.	 	Upon exercise by Tenant of its Right of First Refusal on the Offered Space as provided
herein, Landlord and Tenant shall, within fifteen (15) days after Tenant delivers to
Landlord notice of its election, enter into a lease amendment covering the Offered Space
for the rent, for the term, and containing such other terms and conditions as Landlord
notified Tenant pursuant to Paragraph 1 above, except that, if the term of such Right of
First Refusal Space would extend beyond the Expiration Date of the original Lease, the
term of the original Lease will be extended to the expiration date of the Right of First
Refusal Space.
	 
	 	5.	 	Any assignment or subletting by Tenant shall terminate the Right of First Refusal of
Tenant contained herein.
	 
	 	6.	 	The Right of First Refusal of Tenant contained herein shall be subject and subordinate
to any rights of renewal, expansion or extension existing under any other tenant leases
for the Building as of the date of the Lease.






Market Rental Rate will mean, for the date such determination is being made, the rate a willing
tenant would pay and a willing landlord would accept, neither being under any compulsion to
lease and both having reasonable knowledge of the relevant facts, considering the highest and
most profitable use if offered for lease in the open market with a reasonable period of time in
which to consummate a transaction. Specifically, factors include, but are not limited to,
location and quality of the building, term or length of lease, and condition of the Premises.



2. Storage Area



Tenant will lease approximately 355 RSF on the first floor of the Building as Storage Space at a
monthly rate of $300.00 per month.




3. Rooftop Antenna



Tenant, at its expense and without fee or additional rental to Landlord, shall have the right to
install (including all necessary connections to equipment located in the Premises) one microwave,
satellite or other antennae (the “Antennae”) on the roof of the Building for Tenant’s exclusive use
in connection with Tenant’s business in the Premises. The location and size of the Antennae shall be
subject to Landlord’s approval, which approval shall not be unreasonably withheld. Prior to
installation of its Antennae, Tenant shall submit plans and specifications to Landlord for its
review and approval. Notwithstanding anything in this Lease to the contrary regarding allocation of
risk for damage to the Building, Tenant shall be responsible to Landlord for any damage to the roof
of the Building caused by Tenant during the installation or operation of such Antennae. Tenant
agrees it shall modify the Antennae as reasonably necessary in the event it disrupts any existing
microwave, satellite or other antenna communication system. Tenant shall have the right to have a
study conducted by its representative as to the suitability of the roof of the Building for
installation of such Antennae, Landlord agrees to allow such representative(s) access to the
Building and roof to perform such study. Tenant shall, at its sole cost and expense, relocate the
Antennae if such relocation is necessary for Landlord to perform and maintenance or repairs with
respect to the roof or if the Antennae is, in Landlord’s reasonable judgment, damaging the roof in
its then current location.




3. Directory Board



Landlord shall allocate up to three (3) spaces on the Building directory board for name of Tenant
and key employees.








 









 








EXHIBIT E

Suite Acceptance Agreement



Building Name/Address:



 




Tenant
Name:



 






	 	 	 	 	 	 	 

	Tenant Code:

	 	 	 	Suite Number:	 	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 	 	 

	Management’s Tenant Contact:

	 	 	 	Phone:	 	 
	 

	 	 
	 	 	 	 




Gentlemen:



As a representative of the above referenced tenant, I/we have physically inspected the suite noted above and its
improvements with
                        
                
, a representative of
                        
                
(name of KWP Corporation). I/we accept the suite improvements as to compliance with all the
requirements indicated in our lease, also including the following verified information below:




	 	 	 

	Lease Commencement Date:         
                     
            
                        
     ,

	 	Occupancy Date             
                         
         
                 
	 
	Lease Rent Start Date*:          
                    
                       
                           ,

	 	Actual Rent Start*:                       
                            
         
	 
	Lease Expiration Date:           
                        
      
                         ,
Actual Expiration Date:                    
                            

	 
	Date Keys Delivered:            
                
                        
    
	 	 





Items requiring attention:



 





 




 





 






 




			
	*	 	If these dates are not the same, attach documentation.




NOTE: This inspection is to be made prior to tenant move-in.




Very truly yours,




	 	 	 	 	 

	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 





Distribution




	 	 	 	 	 

	Tenant
	 	 	 	 
	Tenant Lease File
	 	 	 	 
	Leasing Manager:
	 	 	 	 
	 

	 	 

	 	 
	KWP Document Control:
	 	 	 	 
	 

	 	 	 	 
	Regional Construction Manager:
	 	 	 	 
	 

	 	 	 	 
	Regional Engineering Manager:
	 	 	 	 
	 

	 	 	 	 






 












 





FIRST AMENDMENT TO LEASE AGREEMENT




          THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “First Amendment”) made and
entered into this 9th day of September, 2003, by and between KWI
Ashford Westchase
Buildings, L.P., d/b/a Ashford Crossing II (hereinafter referred to as “Landlord”) and RIGNET,
INC., (hereinafter referred as “Tenant”);




WITNESSETH:



WHEREAS, Landlord and Tenant entered into a Lease Agreement dated June 13, 2003, for certain
premises located at 1880 South Dairy Ashford, Suite 505, Houston, TX, (hereinafter referred to as
“Original Lease”),



WHEREAS, Landlord and Tenant desire to amend the Lease in certain respects to ratify and confirm
all of the provisions of the Lease Agreement;



NOW THEREFORE, in consideration of the premises, the sum of TEN DOLLARS ($10.00) in hand paid by
Tenant to Landlord, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:





	1.	 	Effective Date: Effective date of this First Amendment to Lease shall be October 1, 2003.






	2.	 	Section 1.02 Premises: Is hereby amended to include Suite 520 comprised of 1,432 rentable
square feet (“Expansion Space”) as shown on Exhibit “A” attached.
	 
	3.	 	Section 1.03 Rentable Area (“RSF”) of the Premises: Is hereby amended from 3,638 to 5,070
RSF (the “Premises”).
	 
	4.	 	Section 1.05 Commencement Date: The Commencement Date of the Expansion Space shall be the
earlier of October 1, 2003 or immediately upon substantial completion of the improvements to
be performed by Landlord in the Expansion Space.
	 
	5.	 	Section 1.06 Expiration Date: The Expiration Date of the Lease shall be simultaneous with
the Lease on December 31, 2006.
	 
	6.	 	Section 1.07 Base Rent: Base Monthly Rent for the Expansion Space shall be as per
the following schedule:





	 	 	 	 	 	 	 	 	 
	 	 	Annual Rent	 	 
	Period	 	Per RSF	 	Monthly Rent
	October 1, 2003 through December 31, 2003
	 	$  0.00/SF	 	$	0.00	 
	January 1, 2004 through September 30, 2004
	 	$14.50/SF	 	$	1,730.33	 
	October 1, 2004 through September 30, 2005
	 	$15.00/SF	 	$	1,790.00	 
	October 1, 2005 through December 31, 2006
	 	$15.50/SF	 	$	1,849.67	 







	 	 	Therefore, Tenant’s Combined Base Monthly Rent for the entire Premises
effective on the Commencement Date of the Expansion Space will be as follows:





	 	 	 	 	 

	October 1, 2003 through December 31, 2003
	 	$	4,320.13	 
	January 1, 2004 through July 31, 2004
	 	$	6,050.46	 
	August 1, 2004 through September 30, 2004
	 	$	6,202.04	 
	October 1, 2004 through July 31, 2005
	 	$	6,261.71	 
	August 1, 2005 through September 30, 2005
	 	$	4,103.16	 
	October 1, 2005 through October 30, 2006
	 	$	6,472.96	 
	November 1, 2006 through December 31, 2006
	 	$	1,849.67	 







	7.	 	Section 1.08 Tenant’s Percentage Share: Is hereby amended from 2.21% to 3.08% of Building
area
	 
	8.	 	Section 1.09 Security Deposit: Simultaneous with the execution of this First Amendment to
Lease, Tenant shall pay to Landlord the sum of $1,849.67 as additional Security Deposit for
the Expansion Space making the total amount deposited with Landlord for Tenant’s faithful
performance of the Lease the sum of $6,472.96.





 









 





FIRST AMENDMENT TO LEASE AGREEMENT

RIGNET, INC.

Page 2







	9.	 	Section 1.12 Expense Base Year: The Expense Base Year shall remain 2003 for the
entire Premises.
	 
	10.	 	Section 1.17 Tenant’s Parking Stalls: Landlord shall provide 3.0 uncovered, unreserved
parking spaces per each 1,000 RSF leased for the Expansion Space. Tenant will have the right
to convert one (1) of the uncovered, unreserved parking spaces to one (1) additional covered,
reserved parking space, which shall be located in the Garage making a total of four (4)
covered, reserved parking spaces. Unreserved parking for the Building will continue on a
first come, first served basis. There shall continue to be no charge for any parking during
the Initial Lease Term. Parking for the initial premises shall remain as stated in the Lease.






	11.	 	Exhibit B — Workletter Agreement: Landlord, at Landlord’s expense will make and complete
in and to the Expansion Space improvements requested by Tenant. The total cost of
construction, including Building Standard materials, fees, labor, supervision,
architectural/mechanical/electrical drawings and all other necessary and incidental expenses,
shall be borne by Landlord up to, but not exceeding, Five Thousand Twelve Dollars and
no/100 ($5,012.00). In addition, Landlord shall contribute $4,296.00, i.e. $3.00 per RSF
(“Additional Allowance”) toward the cost of additional permanent leasehold improvements
completed by Landlord. The Additional Allowance may be used for installation of permanent
leasehold improvements, space planning and construction documents. A 5% construction
management fee payable to Landlord will be assessed for supervision and administration on all
additional improvements. Notwithstanding the foregoing, Tenant may utilize up to $3.00 per
RSF of any unused portion of the Additional Allowance for improvements to be performed by
Tenant. Therefore, for each dollar of the Additional Allowance not utilized for additional
improvements performed by Landlord by December 31, 2003, Landlord will pay Tenant in equal
installments on the fourth (4th), thirteenth (13th) and twenty-fifth
(25th) months of the Lease, the Additional Allowance not previously utilized for
additional improvements.






	12.	 	Except as provided herein, all other terms, conditions and covenants under said Original
Lease shall remain in full force and effect and cannot be modified unless said modification
is reduced to writing and signed by all parties. Should any inconsistency or conflict arise
between the Original Lease and this First Amendment, this First Amendment shall take
precedence as the governing document with respect to such conflict.






	13.	 	First Amendment shall be binding upon and inure to the benefit of Landlord, Tenant and their
respected transfer, successors and assigns.
	 
	14.	 	 First Amendment shall be governed in all respects by the laws of the State of Texas




IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above
written.




LANDLORD:

KWI Ashford Westchase Buildings, L.P.,

a Delaware limited partnership




By: KWI
Ashford Westchase General Partner, L.L.C.,

a Delaware limited liability company, Its general partner




By: Kennedy Wilson Austin, Inc., its agent




	 	 	 	 	 
	 	 	 
	By:  	
/s/ E. Robert Shepard, Jr.
 	 
	 	 	E. Robert Shepard, Jr., 	 
	 	 	Assistant Vice President 	 
	 



TENANT:




RIGNET, INC.




	 	 	 	 	 
	 	 	 
	By:  	/s/ Omar Kulbrandstad
 	 
	 	 	Omar Kulbrandstad, COO 	 
	 	 	 	 
	 



	 	 	 	 	 

	Date:

	 	 9/9/03
 

	 	 






 









 





FIRST AMENDMENT TO LEASE AGREEMENT

RIGNET, INC.

Page 3






EXHIBIT A — LOCATION IN THE BUILDING

EXPANSION SPACE




BETWEEN KWI ASHFORD WESTCHASE BUILDINGS, L.P.

AND RIGNET, INC., TENANT








ASHFORD CROSSING II




	 	 	 	 	 

	Expansion Space
	 	1,432 RSF
	Existing Space
	 	3,638 RSF
	 
	 	 	 
	Total Space
	 	5,070 RSF






 









 





SECOND AMENDMENT TO LEASE




          This second amendment to Lease (“Amendment”), dated for reference purposes only October 3,
2005 is attached to and becomes a part of that Lease between KWI Ashford 
Westchase Buildings, L.P., a Delaware limited partnership successor in interest to KWI Ashford Westchase Buildings,
L.P., a Texas Limited Partnership,  (hereinafter called “Landlord”) and Rignet, Inc., (hereinafter called “Tenant”).




W I T N
E S S E T H




          WHEREAS, under that certain lease agreement (the “Lease”) dated June 17, 2003, Landlord
leased to Tenant and Tenant leased from Landlord office space consisting of approximately 3,638
rentable square feet in the office building known as Ashford Crossing II located at 1880 South
Dairy Ashford, Houston, Texas (“Leased Premises”) for a term of Forty-one (41) months ending
December 31, 2006 and was amended by First Amendment to Lease dated September 19, 2003 wherein
Tenant expanded by an additional 1,432 rentable square feet for a total of 5,070 rentable square
feet; and,




          WHEREAS, Landlord and Tenant desire to amend said Lease as set forth herein; and,




          NOW, THEREFORE, IT IS MUTUALLY COVENANTED AND AGREED AS FOLLOWS:





	 	(1)	 	 TERM. The term of the Lease as specified in
Article 1.06 therein shall
hereby be Seventy-four (74) months, commencing November 1, 2005 and expiring
December 31, 2011.






	 	(2)	 	LEASED PREMISES. Effective November 1, or upon substantial
completion of the Expansion Premises, whichever is later, the Leased Premises
specified in Section 1.02 of the Lease as approximately 3,638 rentable square feet
and as specified in First Amendment to Lease, Paragraph 2 as 5,070 rentable square
feet and known as Suite 505 (“Existing Premises”) shall hereby increase
approximately 2,363 rentable square feet, known as Suite 570 (“Expansion Premises”)
for a total Leased Premises of approximately 7,433 rentable square feet
(‘Premises’), as further described in Exhibit A-1, attached hereto.






	 	(3)	 	BASE RENTAL. Effective November 1, 2005, the Base Rental
specified in Section 1.07 of the Lease shall hereby be modified as follows:





	 	 	 	 	 	 	 	 	 

	11/01/05 through 02/28/06
	 	$4,726.15 per month	 	7,433 RSF
	03/01/06 through 12/31/06
	 	$9,446.10 per month	 	7,433 RSF
	01/01/07 through 12/31/07
	 	$9,755.81 per month	 	7,433 RSF
	01/01/08 through 12/31/08
	 	$10,065.52 per month	 	7,433 RSF
	01/01/09 through 12/31/09
	 	$10,375.23 per month	 	7,433 RSF
	01/01/10 through 12/31/10
	 	$10,684.94 per month	 	7,433 RSF
	01/01/11 through 12/31/11
	 	$10,839.79 per month	 	7,433 RSF







	 	(4)	 	OPERATING EXPENSE BASE. The Expense Stop specified in Section
1.12 of the Lease shall become the actual operating expenses for Calendar year
2006 (“Base Year 2006”) grossed up to reflect 95% occupancy. Adjustments for
Controllable operating expenses, excluding insurance and utilities, shall be
capped at 3% per year, compounded annually. Adjustments for Tax expenses shall be
capped at 10% per year, compounded annually.





Page 1









 






	 	(5)	 	LEASEHOLD IMPROVEMENTS.
	 
	 	 	 	Landlord shall contribute up to $10.00 RSF (“Construction Allowance”) toward the cost of
improvements to the Premises. Tenant may apply the balance of the Construction Allowance
not utilized in improving the Premises toward the payment of one month’s Base Rental any
time following October 31, 2010 to be used for re-painting the Premises upon 30 days
advance written notice to Landlord.






	 	 	 	Up to a 4% management fee will be assessed for supervision and administration on all
tenant improvements, however, this fee shall not be charged to Tenant’s Construction
Allowance.






	 	(6)	 	PARKING. Tenant shall be entitled to a total of twenty-four (24) parking
spaces of which (7) shall be covered/reserved at no charge. Five (5) of the
covered/reserved parking spaces shall be located within the garage and two (2) of the
covered/reserved spaces shall be carports. Tenant shall have the right to convert the
carport spaces to garage spaces should the Building reach an occupancy level of 90%,
subject to availability.






	 	(7)	 	The first sentence of Section 14.01 of the Lease is hereby amended to read as
follows:






	 	 	 	     “Without the prior written consent of Landlord (which consent shall not be
unreasonably withheld, Tenant shall not, either voluntarily or by operation of law,
assign, encumber, or otherwise transfer this Lease or any interest herein, or subject
the Premises or any part thereof, or permit the Premises to be occupied by anyone other
than Tenant or Tenant’s employees (any such assignment, encumbrance, subletting,
occupation or transfer is hereinafter referred to as a “Transfer”).”






	 	(8)	 	EARLY TERMINATION. Tenant shall have the right to terminate this lease agreement
with a penalty consisting of unamortized tenant improvements and commissions should Landlord
not be able to provide at least 3,700 rentable square feet of expansion space within the
Building.






	 	(9)	 	CONFIDENTIALITY. Tenant shall not, at any time either during or subsequent to the
negotiations of a Lease and/or Lease Amendment between Landlord and Tenant, disclose to any
person or entity any of the contents of the negotiations between Landlord and Tenant, if a
Lease and/or Lease Amendment is entered into between Landlord and Tenant, any terms of the
Lease.






	 	(10)	 	NO BROKERS. Tenant warrants that it has had no dealings with any real estate
broker or agent in connection with the negotiation of this Amendment
except Moody Rambin
 (on behalf of the Landlord) and Office Space Advisors, L.L.C.
(on behalf of the Tenant), and that it knows of no other real estate brokers or
agents who are or might be entitled to a commission in connection with this
Amendment. Tenant agrees to indemnify and hold harmless Landlord from and
against any liability or claim arising in respect to any other brokers or agents
claiming a commission in connection with this Amendment through Tenant.
Landlord agrees to pay Tenant’s broker a commission based on a separate
agreement. 





Page 2









 






	 	(11)	 	AUTHORITY. Tenant and each person signing this Amendment on behalf of
Tenant represents to Landlord as follows: (i) Tenant is/a duly formed and validly
existing corporation under the laws of the State of Delaware, (ii) Tenant has and is
qualified to do business in Texas, (iii) Tenant has the full right and authority to
enter into this Amendment, and (iv) each person signing on behalf of Tenant was and
continues to be authorized to do so.
	 
	 	(12)	 	DEFINED TERMS. All terms not otherwise defined herein shall have the
same meaning assigned to them in the Lease.
	 
	 	(13)	 	RATIFICATION OF LEASE. Except as amended hereby, the Lease shall remain
in full force and effecting accordance with the terms and is hereby ratified. In the
event of a conflict between the Lease and this Amendment, this
Amendment shall control.
	 
	 	(14)	 	NO REPRESENTATIONS. Landlord and Landlord’s agents have made no
representations or promises, express or implied, in connection with this Amendment
except as expressly set forth herein.
	 
	 	(15)	 	ENTIRE AGREEMENT. This Amendment together with Lease, contains all of
the agreements of the parties hereto with respect to any matter covered or mentioned in
this Amendment or the Lease, and no prior agreement, understanding or representation
pertaining to any such matter shall be effective for any purpose.





     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written. Except as specifically herein amended, all other terms and conditions of the Lease shall
remain in full force and effect.




	 	 	 	 	 

	LANDLORD:

	 	TENANT:	 	 
	 
	 	 	 	 
	KWI
Ashford Westchase Buildings, L.P., a

Delaware limited partnership

	 	Rignet, Inc.	 	 
	 
	 	 	 	 
	By: KWI Ashford Westchase General

Partner, L.L.C., a Delaware limited liability

company, Its general partner
	 	 	 	 
	 

	 	 	 	 
	By: Kennedy Wilson Austin, Inc., Its Agent
	 	By: Josh Tabin	 	 
	 
	 	 	 	 
	/s/
E. Robert Shepard, Jr.
 

E. Robert Shepard, Jr. 

Vice President

	 	/s/ Josh Tabin
 

Josh Tabin
	 	 
	 
	 	 
	Date: 10/17/05

	 	Date:
 








Page 3









 





EXHIBIT A-1
 

PREMISES









 









 





THIRD AMENDMENT TO LEASE




          This third amendment to Lease (“Amendment”), dated for reference purposes only January 13,
2006 is attached to and becomes a part of that Lease between KWI Ashford Westchase Buildings,
L.P., a Delaware limited partnership, (hereinafter called “Landlord”) and Rignet,
Inc., (hereinafter called “Tenant”).




W I T N E S S E T H




          WHEREAS, under that certain lease agreement (the “Lease”) dated June 17, 2003, Landlord leased
to Tenant and Tenant leased from Landlord office space consisting of approximately 3,638 rentable
square feet in the office building known as Ashford Crossing II located at 1880 South Dairy
Ashford, Houston, Texas (“Leased Premises”) for a term of Forty-one (41) months ending December 31,
2006 and was amended by First Amendment to Lease dated September 19, 2003 wherein Tenant expanded
by an additional 1,432 rentable square feet for a total of 5,070 rentable square feet; and, was
amended by Second Amendment to Lease dated October 3, 2005 wherein Tenant expanded by an additional
2,363 rentable square feet known as Suite 570.




          WHEREAS, Landlord and Tenant desire to amend said Lease as set forth herein; and,




          NOW, THEREFORE, IT IS MUTUALLY COVENANTED AND AGREED AS FOLLOWS:





	 	(1)	 	TERM. The term of the Lease as specified in Article 1.06 therein shall
hereby be Seventy-four (74) months, commencing April 1, 2006 and expiring May 31,
2012.






	 	(2)	 	LEASED PREMISES. Effective April 1, 2006, or upon substantial
completion of the Premises, whichever is later, the Premises specified in Section 1.02
of the Lease as approximately 3,638 rentable square feet and as specified in First
Amendment to Lease, Paragraph 2 as 5,070 rentable square feet and as specified in
Second Amendment to Lease, Paragraph 2 as 7,433 rentable square feet and known as
Suite 505 (“Existing Premises”) shall be deleted and Tenant shall relocate the
Premises to approximately 11,772 rentable square feet known as Suite 300,
(“Premises”), as further described in Exhibit A-1, attached hereto.






	 	(3)	 	BASE RENTAL. Effective April 1, 2006, the Base Rental specified in
Section 1.07 of the Lease shall hereby be modified as follows:







	 	 	 	 	 	 	 	 	 

	04/01/06 through 07/31/06
	 	$  7,485.13 per month  	 	11,772 RSF
	08/01/06 through 05/31/07
	 	$14,960.25 per month	 	11,772 RSF
	06/01/07 through 05/31/08
	 	$15,450.75 per month	 	11,772 RSF
	06/01/08 through 05/31/09
	 	$15,941.25 per month	 	11,772 RSF
	06/01/09 through 05/31/10
	 	$16,431.75 per month	 	11,772 RSF
	06/01/10 through 05/31/11
	 	$16,922.25 per month	 	11,772 RSF
	06/01/11 through 05/31/12
	 	$17,167.50 per month	 	11,772 RSF







	 	(4)	 	OPERATING EXPENSE BASE. The Expense Stop specified in Section 1.12 of
the Lease shall become the actual operating expenses for Calendar year 2006 (“Base
Year 2006”) grossed up to reflect 100% occupancy. Adjustments for Controllable
operating expenses, excluding insurance and utilities, shall be capped at 3% per year,
compounded annually. Adjustments for Tax expenses shall be capped at 10% per year,
compounded annually.





Page 1









 






	 	(5)	 	LEASEHOLD IMPROVEMENTS. The Premises shall remain in an “as is”
condition, and Landlord shall not be required to perform any work therein.
Landlord does not warrant or represent the condition of existing leasehold
improvements.






	 	 	 	Landlord agrees to provide an allowance of $10.00 per square foot for 7,433 net rentable
area and $15.00 per square foot for 4,339 net rentable area for a total of $139,415.00
(“Construction Allowance”) to be used for improvements to the Premises, including
architectural and engineering costs and construction management and permit fees. Landlord
agrees to allow Tenant the option to have the construction bid by a contractor of Tenant’s
choice and awarded to a contractor of Tenant’s choice as long as references are provided
and minimum requirements are met. A construction management fee not to exceed $2,500.00
shall be charged to Tenant.






	 	 	 	All costs associated with constructing the public corridor on level 3, including
architectural and engineering costs and construction management and permit fees will be
paid by Landlord and shall not be charged to Tenant’s allowance.






	 	(6)	 	PARKING. Tenant shall be entitled to a total of thirty-five (35) parking spaces of
which twelve (12) shall be covered/reserved at no charge. Eight (8) of the covered/reserved
parking spaces shall be located within the garage and four (4) of the covered/reserved spaces
shall be carports. Tenant shall have the right to convert the carport spaces to garage spaces
should the Building reach an occupancy level of 90%, subject to availability.






	 	(7)	 	EXPANSION. Landlord grants Tenant an ongoing Right of First Refusal and an Expansion
Option on all space on the third floor that is unencumbered at the commencement of the lease.
Should Landlord receive a bona fide offer to lease all or a portion of this space, Landlord
shall deliver to Tenant a copy of the final offer and Tenant shall have seven (7) business
days to respond to such offer. Should Tenant elect to lease said space, Tenant shall lease
said space upon the terms contained in the offer. Should Tenant elect not to respond or
refuse to lease such space, Landlord is free to lease said space to the company outlined in
the offer. Should the Right of First Refusal offer be for a term of less than that which
remains on Tenant’s lease, said term shall be extended to expire on Tenant’s expiration and
the build out allowance shall be increased proportionately to equal an amount offered if the
expiration would have coincided with Tenant’s expiration date. Should Landlord fail to
consummate a transaction with said company based upon the terms contained in the Right of
First Refusal, Tenant shall retain its Right of First Refusal. Additionally, should Tenant
elect to lease additional space, such space shall be leased to Tenant based upon the then
prevailing market rates, terms, conditions and concessions offered in similar office
buildings in the Westchase West submarket area. Both parties agree to use best faith efforts
to reach an agreement in a timely fashion.






	 	(8)	 	RENEWAL. Tenant shall have an option to renew this lease for one (1) additional term
not to exceed sixty (60) months with written notification to Landlord no earlier than twelve
(12) nor later than six (6) months prior to lease expiration. Should Tenant desire to renew
the lease such renewal rate shall be





Page 2









 











	 	 	 	based upon the then prevailing rates, terms, conditions and concessions offered
by other similar office buildings in the Westchase West submarket of Houston, Harris
County, Texas. Both parties agree to use best faith efforts to reach an agreement in a
timely fashion.






	 	(9)	 	SIGNAGE. Tenant shall have the right at
Tenant’s sole cost and expense to place
its name either on the building monument sign located near the
southeast corner of the Building
or on the sign located directly in front of the Building at no cost for the term of the lease
should space become available. This right shall be subordinate to existing rights of other
tenants in the Building and Landlord reserves the right to approve the design and location of
Tenant’s name on the sign.






	 	(10)	 	CONFIDENTIALITY. Tenant shall not, at any time either during or subsequent to the
negotiations of a Lease and/or Lease Amendment between Landlord and Tenant, disclose to any
person or entity any of the contents of the negotiations between Landlord and Tenant, if a
Lease and/or Lease Amendment is entered into between Landlord and Tenant, any terms of the
Lease.






	 	(11)	 	NO BROKERS. Tenant warrants that it has had no dealings with any real estate broker
or agent in connection with the negotiation of this Amendment except Moody Rambin (on behalf
of the Landlord) and Office Space Advisors, L.L.C. (on behalf of the Tenant), and that it
knows of no other real estate brokers or agents who are or might be entitled to a commission
in connection with this Amendment. Tenant agrees to indemnify and hold harmless Landlord from
and against any liability or claim arising in respect to any other brokers or agents claiming
a commission in connection with this Amendment through Tenant. Landlord agrees to pay
Tenant’s broker a commission based on a separate agreement.






	 	(12)	 	AUTHORITY. Tenant and each person signing this Amendment on behalf of Tenant
represents to Landlord as follows: (I) Tenant is a duly formed
and validly existing
corporation under the laws of the State of Delaware, (ii) Tenant has and is qualified to do
business in Texas, (iii) Tenant has the full right and authority to enter into this Amendment,
and (iv) each person signing on behalf of Tenant was and continues to be authorized to do so.






	 	(13)	 	DEFINED TERMS. All terms not otherwise defined herein shall have the same meaning
assigned to them in the Lease.






	 	(14)	 	RATIFICATION OF LEASE. Except as amended hereby, the Lease shall remain in full force
and effect in accordance with the terms and is hereby ratified. In the Event of a conflict
between the Lease and this Amendment, this Amendment shall control.






	 	(15)	 	NO REPRESENTATIONS. Landlord and Landlord’s agents have made no representations or
promises, express or implied, in connection with this Amendment except as expressly set forth
herein.






	 	(16)	 	ENTIRE AGREEMENT. This Amendment together with the Lease contains all of the
agreements of the parties hereto with respect to any matter covered or mentioned in this
Amendment or the Lease, and no prior agreement, understanding or representation pertaining to
any such matter shall be effective for any purpose.





Page 3









 






          IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written. Except as specifically herein amended, all other terms and conditions of the Lease
shall remain in full force and effect.



	 	 	 	 
	 	 	 	 
	LANDLORD:

	 	TENANT:
	 
	 	 	 
	 
	 	 	 
	KWI Ashford Westchase Buildings, L.P., a


Delaware limited
partnership

	 	Rignet, Inc.
	 
	 	 	 
	By: KWI Ashford Westchase General
	 	 	 
	Partner, L.L.C., a Delaware limited liability
	 	 	 
	company, Its general partner
	 	 	 
	 
	 	 	 
	 
	 	 	 
	By: Kennedy Wilson Austin, Inc., Its Agent

	 	By: 	 






	 	 	 	 	 
	 	 	 	 	 
	 

	 	 
	E. Robert Shepard, Jr.

	 	Josh Tabin
	Vice President
	 	 	 
	 
	 	 	 	 
	Date:

	 	 	Date:	 






Page 4









 




 

EXHIBIT
A-1
 


PREMISES
















 





FOURTH AMENDMENT TO LEASE




     This fourth amendment to Lease (“Amendment”), dated for reference purposes only March 7, 2006
is attached to and becomes a part of that Lease between KWI Ashford Westchase Buildings, L.P.,
a Delaware limited partnership, (hereinafter called
“Landlord”) and Rignet, Inc.,
(hereinafter called “Tenant”).



WITNESSETH




     WHEREAS, under that certain lease agreement (the “Lease”) dated June 17, 2003, Landlord
leased to Tenant and Tenant leased from Landlord office space consisting of approximately 3,638
rentable square feet in the office building known as Ashford Crossing II located at 1880 South
Dairy Ashford, Houston, Texas (“Leased Premises”) for a term of Forty-one (41) months ending
December 31, 2006 and was amended by First Amendment to Lease dated September 19, 2003 wherein
Tenant expanded by an additional 1,432 rentable square feet for a total of 5,070 rentable square
feet; and, was amended by Second Amendment to Lease dated October 3, 2005 wherein Tenant expanded
by an additional 2,363 rentable square feet known as Suite 570; and, was amended by Third
Amendment to Lease dated January 13, 2006 wherein Tenant relocated to Suite 300 and expanded by
4,339 rentable square feet for a total area of 11,772 net rentable square feet.



     WHEREAS, Landlord and Tenant desire to amend said Lease as set forth herein; and,



     NOW, THEREFORE, IT IS MUTUALLY COVENANTED AND AGREED AS FOLLOWS:




	 	(1)	 	LEASED PREMISES. Effective April 1, 2006, or upon substantial
completion of the Premises, whichever is later, the Premises specified in Section
1.02 of the Lease and Paragraph 2 of the Third Amendment to Lease, consisting of
approximately 11,772 rentable square feet known as Suite 300, (“Premises”) shall be
expanded by approximately 928 rentable square feet known as Suite 140 and 355
rentable square feet known as Suite 130 currently used as Tenant’s storage area, for
a total of approximately 13,055 rentable square feet as shown on Exhibit A attached
hereto.
	 
	 	(2)	 	BASE RENTAL. Effective April 1, 2006, the Base Rental specified in
Section 1.07 of the Lease shall hereby be modified as follows:





	 	 	 	 	 	 	 	 	 

	04/01/06 through 07/31/06
	 	$8,300.80 per month	 	13,055 RSF
	08/01/06 through 05/31/07
	 	$16,590.73 per month	 	13,055 RSF
	06/01/07 through 05/31/08
	 	$17,134.69 per month	 	13,055 RSF
	06/01/08 through 05/31/09
	 	$17,678.75 per month	 	13,055 RSF
	06/01/09 through 05/31/10
	 	$18,222.60 per month	 	13,055 RSF
	06/01/10 through 05/31/11
	 	$18,766.56 per month	 	13,055 RSF
	06/01/11 through 05/31/12
	 	$19,038.54 per month	 	13,055 RSF







	 	(3)	 	LEASEHOLD IMPROVEMENTS. Suite 140, consisting of approximately 928
rentable square feet and Suite 130 consisting of approximately 355 rentable square
feet, shall be tendered in an “as-is” condition. Landlord does not warrant or
represent the condition of existing leasehold improvements
	 
	 	 	 	Notwithstanding the foregoing, Landlord shall bear all costs of remodeling Suite 140
in an amount not to exceed Four Thousand Six Hundred Forty and 00/100 Dollars
($4,640.00), i.e., $5.00 per rentable square foot. The costs of such




Page 1









 






	 	 	 	remodeling shall include, without limitation, preparation of Plans and all
working drawings, obtaining building permits, labor and materials used in such
construction, and all other costs of such construction including a conditional use
permit (if required) and occupancy permits.
	 
	 	(4)	 	PARKING. Tenant shall be entitled to three (3) additional
unreserved/uncovered parking spaces and one (1) additional reserved carport parking
space for a total of thirty-nine (39) parking spaces at no charge for the term of the
Lease.
	 
	 	(5)	 	CONFIDENTIALITY. Tenant shall not, at any time either during or
subsequent to the negotiations of a Lease and/or Lease Amendment between Landlord and
Tenant, disclose to any person or entity any of the contents of the negotiations
between Landlord and Tenant, if a Lease and/or Lease Amendment is entered into between
Landlord and Tenant, any terms of the Lease.
	 
	 	(6)	 	NO BROKERS. Tenant warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Amendment except
Moody Rambin (on behalf of the Landlord) and Office Space Advisors, L.L.C. (on behalf
of the Tenant), and that it knows of no other real estate brokers or agents who are or
might be entitled to a commission in connection with this Amendment. Tenant agrees to
indemnify and hold harmless Landlord from and against any liability or claim arising in
respect to any other brokers or agents claiming a commission in connection with this
Amendment through Tenant. Landlord agrees to pay Tenant’s broker a commission based on
a separate agreement.
	 
	 	(7)	 	AUTHORITY. Tenant and each person signing this Amendment on behalf of
Tenant represents to Landlord as follows: (i) Tenant is a duly formed and validly
existing corporation under the laws of the State of Delaware, (ii) Tenant has and is
qualified to do business in Texas, (iii) Tenant has the full right and authority to
enter into this Amendment, and (iv) each person signing on behalf of Tenant was and
continues to be authorized to do so.
	 
	 	(8)	 	DEFINED TERMS. All terms not otherwise defined herein shall have the same
meaning assigned to them in the Lease.
	 
	 	(9)	 	RATIFICATION OF LEASE. Except as amended hereby, the Lease shall remain in
full force and effect in accordance with the terms and is hereby ratified. In the Event
of a conflict between the Lease and this Amendment, this Amendment shall control.
	 
	 	(10)	 	NO REPRESENTATIONS. Landlord and Landlord’s agents have made no
representations or promises, express or implied, in connection with this Amendment
except as expressly set forth herein.
	 
	 	(11)	 	ENTIRE AGREEMENT. This Amendment together with the Lease contains all of
the agreements of the parties hereto with respect to any matter covered or mentioned in
this Amendment or the Lease, and no prior agreement, understanding or representation
pertaining to any such matter shall be effective for any purpose.





     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written. Except as specifically herein amended, all other terms and conditions of the Lease shall
remain in full force and effect.



Page 2









 





	 	 	 	 	 

	LANDLORD:

	 	TENANT:	 	 
	 
	 	 	 	 
	KWI
Ashford Westchase Buildings, L.P., a Delaware limited partnership

	 	Rignet, Inc.	 	 
	 
	 	 	 	 
	By: KWI Ashford Westchase General Partner, L.L.C., a Delaware limited liability
company, Its general partner
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

	 	 
	By: Kennedy Wilson Austin, Inc., Its Agent
	 	 	 	 
	 
	 	 	 	 
	/s/
E. Robert Shepard, Jr.
 

E. Robert Shepard, Jr. 

Vice President

	 	/s/ Josh Tabin
 

Josh Tabin
	 	 
	 
	 	 	 	 
	Date: 3/23/06

	 	Date: 3/9/2006	 	 






Page 3









 






FIFTH AMENDMENT TO LEASE




     This fifth amendment to Lease (“Amendment”), dated for reference purposes only June 19, 2006
is attached to and becomes a part of that Lease between KWI Ashford Westchase
Buildings, L.P. a Delaware limited partnership, hereafter called
“Landlord”) and Rignet, Inc., (hereinafter called “Tenant”).



     WHEREAS, under that certain lease agreement (the “Lease”) dated June 17, 2003, Landlord leased
to Tenant and Tenant leased from Landlord office space consisting of approximately 3,638 rentable
square feet in the office building known as Ashford Crossing II located at 1880 South Dairy
Ashford, Houston, Texas (“Leased Premises”) for a term of Forty-one (41) months ending December 31,
2006 and was amended by First Amendment to Lease dated September 9, 2003 wherein Tenant expanded by
an additional 1,432 rentable square feet for a total of 5,070 rentable square feet; and, was
amended by Second Amendment to Lease dated October 3, 2005 wherein Tenant expanded by an additional
2,363 rentable square feet known as Suite 570; and, was amended by Third Amendment to Lease dated
January 13, 2006 wherein Tenant relocated to Suite 300 and expended by 4,339 rentable square feet
for a total of 11,772 rentable square feet; and, was amended by Fourth Amendment to Lease dated
March 7, 2006 wherein Tenant expanded by an additional 928 rentable square feet known as Suite 140
and 355 rentable square feet known as suite 130 for a total of approximately 13,055 rentable square
feet.



     WHEREAS, Landlord and Tenant desire to amend said Lease as set forth herein; and,




	 	(1)	 	Amortization of Additional Improvements: Landlord and Tenant desire to
amortize the Additional Allowance in the amount of $22,154.00 into the Base Rent.
Said amount shall be amortized as additional rent over the Lease Term at ten percent
(10%) per annum. See attached Exhibit “A”, Summary of Amortization of Tenant
Improvement Billback.
	 
	 	(2)	 	Rental Rate: Section 1.07 of the Lease shall be modified to reflect the
following revised rent schedule:





	 	 	 	 	 

	July 1, 2006 – August 30, 2006
	 	$	8,711.23	 
	September 1, 2006 – June 30, 2007
	 	$	17,001.15	 
	July 1, 2007 – June 30, 2008
	 	$	17,545.11	 
	July 1, 2008 – June 30, 2009
	 	$	18,089.07	 
	July 1, 2009 – June 30, 2010
	 	$	18,633.03	 
	July 1, 2010 – June 30, 2011
	 	$	19,176.98	 
	July 1, 2011 – June 30, 2012
	 	$	19,448.96	 






 









 







	 	(3)	 	Payments: simultaneous with the July 1, 2006 rental payment, Tenant will pay to
Landlord the sum of $9,546.87 representing the remaining balance of the tenant
improvement construction cost overage.





In consideration of the promises and mutual benefits that shall accrue to both, Landlord and Tenant
do hereby agree that except as expressly provided for in this Amendment, all other terms, covenants
and conditions of the Lease and modifications by addenda shall remain in full force and effect as
originally set forth therein.




	 	 	 	 	 

	LANDLORD:

	 	TENANT:	 	 
	 
	 	 	 	 
	KWI Ashford Westchase Buildings. L.P., a
Delaware limited partnership

	 	Rignet, Inc.	 	 
	 
	 	 	 	 
	By: KWI Ashford Westchase General
Partner, L.L.C., a Delaware limited liability
Company, Its general partner

	 	
By:                                                             	 	 
	 
	 	 	 	 
	By: Kennedy Wilson Austin, Inc., Its Agent
	 	 	 	 
	 
	 	 	 	 
	/s/ Stephen A. Pyhrr
 

Stephen A. Pyhrr

Vice President

	 	/s/ Josh Tabin
 

Josh Tabin 

CFO
	 	 
	 
	 	 	 	 
	Date: 8/14/06

	 	Date: 7/10/2006	 	 






 









 






					
	 	 	 	 	 
	RigNet, Inc. 

Ashford Crossing II 

Houston, Tx
	 	EXHIBIT “A”
	 	 






	 	 	 	 	 

	Summary of Amortization of TI Billback
	 	 	 	 
	 
	 	 	 	 
	Total TI
Billback outstanding from tenant for additional TI work performed =
	 	$	22,154	 
	Monthly pymt when amortized at 10% interest over 72 month lease term =
	 	$	410.42	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	$ / SF	 	Total	 	+ TI Billback	 	Total Due	 	Revised $ / SF
	Jul-06	 	 
	 	$	7.63	 	 	$	8,300.80	 	 	$	410.42	 	 	$	8,711.23	 	 	$	8.01	 
	Aug-06	 	 
	 	$	7.63	 	 	$	8,300.80	 	 	$	410.42	 	 	$	8,711.23	 	 	$	8.01	 
	Sep-06	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Oct-06	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Nov-06	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Dec-06	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Jan-07	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Feb-07	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Mar-07	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Apr-07	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	May-07	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Jun-07	 	 
	 	$	15.25	 	 	$	16,590.73	 	 	$	410.42	 	 	$	17,001.15	 	 	$	15.63	 
	Jul-07	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Aug-07	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Sep-07	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Oct-07	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Nov-07	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Dec-07	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Jan-08	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Feb-08	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Mar-08	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Apr-08	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	:May-08	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Jun-08	 	 
	 	$	15.75	 	 	$	17,134.69	 	 	$	410.42	 	 	$	17,545.11	 	 	$	16.13	 
	Jul-08	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Aug-08	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Sep-08	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Oct-08	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Nov-08	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Dec-08	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Jan-09	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Feb-09	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Mar-09	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Apr-09	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	May-09	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Jun-09	 	 
	 	$	16.25	 	 	$	17,678.65	 	 	$	410.42	 	 	$	18,089.07	 	 	$	16.63	 
	Jul-09	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 






 









 





RigNet,
Inc. 

Ashford Crossing II

Houston, Tx




	 	 	 	 	 

	Summary of Amortization of TI Billback
	 	 	 	 
	 
	 	 	 	 
	Total TI
Billback outstanding from tenant for additional TI work performed =
	 	$	22,154	 
	Monthly pymt when amortized at 10% interest over 72 month lease term =
	 	$	410.42	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	$ / SF	 	Total	 	+ TI Billback  	 	Total Due	 	Revised $ / SF
	Aug-09	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Sep-09	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Oct-09	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Nov-09	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Dec-09	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Jan-10	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Feb-10	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Mar-10	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Apr-10	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	May-10	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Jun-10	 	 
	 	$	16.75	 	 	$	18,222.60	 	 	$	410.42	 	 	$	18,633.03	 	 	$	17.13	 
	Jul-10	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Aug-10	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Sep-10	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Oct-10	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Nov-10	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Dec-10	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Jan-11	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Feb-11	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Mar-11	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Apr-11	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	May-11	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Jun-11	 	 
	 	$	17.25	 	 	$	18,766.56	 	 	$	410.42	 	 	$	19,176.98	 	 	$	17.63	 
	Jul-11	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Aug-11	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Sep-11	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Oct-11	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Nov-11	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Dec-11	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Jan-12	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Feb-12	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Mar-12	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Apr-12	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	May-12	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	Jun-12	 	 
	 	$	17.50	 	 	$	19,038.54	 	 	$	410.42	 	 	$	19,448.96	 	 	$	17.88	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 
	 	 	 	 	 	$	1,272,601.40	 	 	$	29,550.34	 	 	$	1,302,151.74	 	 	 	 	 






 









 





SIXTH AMENDMENT TO LEASE




     This sixth amendment to Lease (“Amendment”), dated for reference purposes only November 5,
2009 is attached to and becomes a part of that Lease between KWI Ashford Westchase Buildings,
L.P., a Delaware limited partnership, (hereinafter called
“Landlord”) and Rignet, Inc.,
(hereinafter called “Tenant”).



WITNESSETH




     WHEREAS, under that certain lease agreement (the “Lease”) dated June 17, 2003, Landlord leased
to Tenant and Tenant leased from Landlord office space consisting of approximately 3,638 rentable
square feet in the office building known as Ashford Crossing II located at 1880 South Dairy
Ashford, Houston, Texas (“Leased Premises”) for a term of Forty-one (41) months ending December 31,
2006 and was amended by First Amendment to Lease dated September 19, 2003 wherein Tenant expanded
by an additional 1,432 rentable square feet for a total of 5,070 rentable square feet; and, was
amended by Second Amendment to Lease dated October 3, 2005 wherein Tenant expanded by an additional
2,363 rentable square feet known as Suite 570; and, was amended by Third Amendment to Lease dated
January 13, 2006 wherein Tenant relocated to Suite 300 and expanded by 4,339 rentable square feet;
and, was amended by Fourth Amendment to Lease dated March 7, 2006 wherein Tenant expanded by an
additional 928 rentable square feet known as Suite 140 and 355 rentable square feet for a total of
13,055 rentable square feet, and, was amended by Fifth Amendment to Lease dated June 19, 2006
wherein Tenant amortized additional improvements into the Base Rent..



     WHEREAS, Landlord and Tenant desire to amend said Lease as set forth herein; and,



     NOW, THEREFORE, IT IS MUTUALLY COVENANTED AND AGREED AS FOLLOWS:




	 	(1)	 	TERM. The term of the Lease as specified in Article 1.06 therein shall
hereby be Sixty-seven (67) months, commencing December 1, 2009 and expiring June 30,
2015.
	 
	 	(2)	 	LEASED PREMISES. Effective December 1, 2009, or upon substantial
completion of the Premises, whichever is later, the Premises specified in Section 1.02
of the Lease and Paragraph 1 of the Fourth Amendment to Lease, consisting of
approximately 13,055 rentable square feet known as Suite 300, (“Existing Office
Space”) shall be expanded by approximately 2,151 rentable square feet, (“Sixth
Amendment Expansion Area”) for a total of approximately 15,206 rentable square feet
(“Combined Lease Premises”), as shown on Exhibit A attached hereto.
	 
	 	(3)	 	BASE RENTAL. Effective December 1, 2009, the Base Rental for the Sixth
Amendment Expansion area shall be as follows:





	 	 	 	 	 	 	 	 	 

	12/01/09 through 01/31/10
	 	$1,523.63 per month	 	2,151 RSF
	02/01/10 through 11/30/10
	 	$3,047.25 per month	 	2,151 RSF
	12/01/10 through 12/31/10
	 	$1,568.44 per month	 	2,151 RSF
	01/01/11 through 11/30/11
	 	$3,136.88 per month	 	2,151 RSF
	12/01/11 through 12/31/11
	 	$1,613.25 per month	 	2,151 RSF
	01/01/12 through 11/30/12
	 	$3,226.50 per month	 	2,151 RSF
	12/01/12 through 12/31/12
	 	$1,658.07 per month	 	2,151 RSF
	01/01/13 through 11/30/13
	 	$3,316.13 per month	 	2,151 RSF
	12/01/13 through 01/31/14
	 	$1,702.88 per month	 	2,151 RSF






Page 1









 






	 	 	 	 	 	 	 	 	 

	02/01/14 through 06/30/15
	 	$3,405.75 per month	 	2,151 RSF






Base Rental for the Existing Office Space (13,055 RSF) shall be:




	 	 	 	 	 

	12/01/09 through 06/30/10

	 	$18,633.03 per month
	 	13,055 RSF
	07/01/10 through 06/30/11

	 	$19,176.98 per month
	 	13,055 RSF
	07/01/11 through 06/30/12

	 	$19,448.96 per month
	 	13,055 RSF
	07/01/12 through 11/30/12

	 	$19,582.50 per month
	 	13,055 RSF
	12/01/12 through 12/31/12

	 	$10,063.23 per month
	 	13,055 RSF
	01/01/13 through 11/30/13

	 	$20,126.46 per month
	 	13,055 RSF
	12/01/13 through 01/31/14

	 	$10,335.21 per month
	 	13,055 RSF
	02/01/14 through 06/30/15

	 	$20,670.42 per month
	 	13,055 RSF







	 	(4)	 	OPERATING EXPENSE BASE. The treatment of operating expenses will be as described
in the existing Lease Agreement and subsequent amendments.
	 
	 	(5)	 	LEASEHOLD IMPROVEMENTS. The Sixth Amendment Expansion Area consisting of
approximately 2,151 rentable square feet shall be tendered in an “as-is” condition. Landlord
does not warrant or represent the condition of existing leasehold improvements.
	 
	 	 	 	Notwithstanding the foregoing, Landlord agrees to create an opening in the demising wall,
reconfigure the two offices in south end of the space and to close in the area on the
north end of the space with a wall and a door in the Sixth Amendment Expansion Area. In
addition, Landlord will provide Tenant with an allowance of Seventy-Six Thousand Thirty
and 00/100 Dollars (76,030.00), i.e., $5.00 per rentable square foot for improvements to
the Premises. The costs of such remodeling shall include, without limitation, preparation
of Plans and all working drawings, obtaining building permits, labor and materials used in
such construction, a construction management fee of 2%, and all other costs of such
construction including a conditional use permit (if required) and occupancy permits.
Tenant will have the right to use the allowance at any time during the Term provided
Tenant has waived its right to terminate as described herein.
	 
	 	(6)	 	PARKING. Tenant shall be entitled to four (4) additional unreserved/uncovered
parking spaces for a total of thirty (30) and three (3) additional reserved garage parking
spaces for a total of sixteen (16) covered/reserved parking spaces at no charge for the term
of the Lease.
	 
	 	(7)	 	EXPANSION. Landlord grants Tenant an ongoing Right of First Refusal and an Expansion
Option on all space on the third floor that is unencumbered at the commencement of the lease.
Should Landlord receive a bona fide offer to lease all or a portion of this space, Landlord
shall deliver to Tenant a copy of the final offer and Tenant shall have seven (7) business
days to respond to such offer. Should Tenant elect to lease said space, Tenant shall lease
said space upon the terms contained in the offer. Should Tenant elect not to respond or
refuse to lease such space, Landlord is free to lease said space to the company outlined in
the offer. Should the Right of First Refusal offer be for a term of less than that which
remains on Tenant’s lease, said term shall be extended to expire on Tenant’s expiration and
the build out allowance shall be increased proportionately to equal an amount offered if the
expiration would have coincided with Tenant’s expiration date. Should Landlord fail to
consummate a transaction with said company based upon the terms contained in the Right of
First Refusal,




Page 2









 






	 	 	 	Tenant shall retain its Right of First Refusal. Additionally, should Tenant
elect to lease additional space, such space shall be leased to Tenant based upon the then
prevailing market rates, terms, conditions and concessions offered in similar office
buildings in the Westchase West submarket area. Both parties agree to use best faith
efforts to reach an agreement in a timely fashion.
	 
	 	(8)	 	RENEWAL. Tenant shall have an option to renew this lease for one (1) additional term
not to exceed sixty (60) months with written notification to Landlord no earlier than twelve
(12) nor later than six (6) months prior to lease expiration. Should Tenant desire to renew
the lease such renewal rate shall be based upon the then prevailing rates, terms, conditions
and concessions offered by other similar office buildings in the Westchase West submarket of
Houston, Harris County, Texas. Both parties agree to use best faith efforts to reach an
agreement in a timely fashion.






	 	(9)	 	TERMINATION OPTION. Tenant shall have a one-time option to terminate the Lease with
a penalty consisting of unamortized tenant improvement and leasing commissions after the
forty-second (42nd) month from the commencement date of this Sixth Amendment
(“Termination Date”).. Tenant will have the right to terminate the Lease with respect to the
entire Premises (“Termination Option”) upon not less than six (6) months prior written notice
to Landlord. If Tenant does not exercise its option to terminate upon the Termination Date,
then Tenant will have waived its right to terminate and the Lease will remain in full force
and effect.
	 
	 	 	 	Payment of the penalty shall be due and payable simultaneously with Tenant’s written
notice of intent to terminate or Tenant’s termination rights shall be null and void.
	 
	 	(10)	 	CONFIDENTIALITY. Tenant shall not, at any time either during or subsequent to the
negotiations of a Lease and/or Lease Amendment between Landlord and Tenant, disclose to any
person or entity any of the contents of the negotiations between Landlord and Tenant, if a
Lease and/or Lease Amendment is entered into between Landlord and Tenant, any terms of the
Lease.
	 
	 	(11)	 	NO BROKERS. Tenant warrants that it has had no dealings with any real estate broker
or agent in connection with the negotiation of this Amendment except Moody Rambin (on behalf
of the Landlord) and Mohr Partners (on behalf of the Tenant), and that it knows of no other
real estate brokers or agents who are or might be entitled to a commission in connection with
this Amendment. Tenant agrees to indemnify and hold harmless Landlord from and against any
liability or claim arising in respect to any other brokers or agents claiming a commission in
connection with this Amendment through Tenant. Landlord agrees to pay Tenant’s broker a
commission based on a separate agreement.
	 
	 	(12)	 	AUTHORITY. Tenant and each person signing this Amendment on behalf of Tenant
represents to Landlord as follows: (i) Tenant is a duly formed and validly existing
corporation under the laws of the State of Delaware, (ii) Tenant has and is qualified to do
business in Texas, (iii) Tenant has the full right and authority to enter into this
Amendment, and (iv) each person signing on behalf of Tenant was and continues to be
authorized to do so.




Page 3









 






	 	(13)	 	DEFINED TERMS. All terms not otherwise defined herein shall have
the same meaning assigned to them in the Lease.
	 
	 	(14)	 	RATIFICATION OF LEASE. Except as amended hereby, the Lease shall remain
in full force and effect in accordance with the terms and is hereby ratified. In the
Event of a conflict between the Lease and this Amendment, this Amendment shall control.
	 
	 	(15)	 	NO REPRESENTATIONS. Landlord and Landlord’s agents have made no
representations or promises, express or implied, in connection with this Amendment
except as expressly set forth herein.
	 
	 	(16)	 	ENTIRE AGREEMENT. This Amendment together with the Lease contains all of
the agreements of the parties hereto with respect to any matter covered or mentioned in
this Amendment or the Lease, and no prior agreement, understanding or representation
pertaining to any such matter shall be effective for any purpose.





     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written. Except as specifically herein amended, all other terms and conditions of the Lease shall
remain in full force and effect.



	 	 	 	 	 

	LANDLORD:

	 	TENANT:	 	 
	 
	 	 	 	 
	KWI Ashford Westchase Buildings, L.P., a
Delaware limited partnership

	 	Rignet, Inc.	 	 
	 
	 	 	 	 
	By: KWI Ashford Westchase General
Partner, L.L.C., a Delaware limited liability
company, Its general partner

	 	 	 	 
	 
	 	By: /s/ Marty Jimmerson
 

	 
	By: Kennedy Wilson Austin, Inc., Its Agent
	 	 	 	 
	 
	 	 	 	 
	/s/ Stephen A. Pyhrr
 

Stephen A. Pyhrr 

Vice President

	 	
 

	 	 
	Date: 11/19/09

	 	Date:
 
	 	 






Page 4









 






EXHIBIT A




Sixth Amendment Expansion — 2125 NRA