Ex-10.22.2



 





EXHIBIT 10.22.2




2525 West End Building

2525 West End Avenue, Nashville, TN 37203

9th Floor “Large Storage Space”




Addendum to

Sublease Agreement dated December 14, 2006

Between Baird and CPI




	 	 	 	 	 	 	 	 	 
	ADDRESS:	 	2525 West End Avenue, 9th Floor

Nashville, Tennessee 37203
	 
	 	 	 	 	 	 	 	 
	SUBLANDLORD:	 	Robert W. Baird & Co. Incorporated
	 
	 	 	 	 	 	 	 	 
	SUBTENANT:	 	Cumberland Pharmaceuticals Inc, (“CPI”), Nashville,

TN Contact:          Jean W. Marstiller, VP Admin Services
	 
	 	 	 	 	 	 	 	 
	PREMISES:	 	486 rentable square feet (RSF), as exhibited in Attachment A 1, marked as Large Storage Space (“LSS”).
	 
	 	 	 	 	 	 	 	 
	RENT COMMENCEMENT:	 	June 1, 2007.
	 
	 	 	 	 	 	 	 	 
	LEASE TERM:	 	Ending October 31, 2010.
	 
	 	 	 	 	 	 	 	 
	BASE RENTAL RATE:

	 	Period
	 	Monthly Rent
	 	 
	 

	 	06/01/07 — 06/30/07
	 	$	0.00	 	 	 
	 

	 	07/01/07 — 12/31/07
	 	$	1,049.76	 	 	 
	 

	 	01/01/08 — 12/31/08
	 	$	1,049.76	 	 	 
	 

	 	01/01/09 — 12/31/09
	 	$	1,049.76	 	 	 
	 

	 	01/01/10 — 10/31/10
	 	$	1,049.76	 	 	 
	 
	 	 	 	 	 	 	 	 
	PER RSF:	 	$25.92 per rentable square foot.
	 
	 	 	 	 	 	 	 	 
	USE OF PREMISES:	 	June 1, 2007.
	 
	 	 	 	 	 	 	 	 
	TENANT IMPROVEMENT:	 	No tenant improvement allowance included for LSS.
	 
	 	 	 	 	 	 	 	 
	OPERATING EXPENSES:	 	Operating Expenses will be handled in accordance to the terms of the Sublease Agreement between Baird and CPI, dated December 14, 2006.





Upon acceptance of all parties, this “Large Storage Space” Addendum will become part of the
Sublease Agreement between Baird and CPI, dated December 14, 2006:




	 	 	 	 	 	 	 	 	 
	ROBERT W. BAIRD & CO. INCORPORATED	 	 	 	CUMBERLAND PHARMACEUTICALS INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Russell P. Schwei
	 	 	 	By:
	 	/s/ Jean W. Marstiller
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Russell P. Schwei
	 	 	 	Name:
	 	Jean W. Marstiller
	Its:

	 	Managing Director
	 	 	 	Its:
	 	Senior Vice President, Administrative Services






 









 










 









 





CONSENT TO ADDENDUM TO SUBLEASE AGREEMENT




     THIS CONSENT TO ADDENDUM TO SUBLEASE AGREEMENT (this “Amended Consent”) is entered into to be
effective as of the Effective Date by and among Lessor, Lessee and Sublessee.



	 	 	 	 	 
	1.

	 	General Terms.	 	 
	 
	 	 	 	 
	(a)

	 	Effective Date:
	 	May 5, 2007
	 
	 	 	 	 
	(b)

	 	Lessor:
	 	Nashville Hines Development, LLC, a Delaware limited liability company
	 
	 	 	 	 
	(c)

	 	Lessee:
	 	Robert W. Baird & Co. Incorporated, a Wisconsin corporation
	 
	 	 	 	 
	(d)

	 	Sublessee:
	 	Cumberland Pharmaceuticals Inc., a Tennessee corporation
	 
	 	 	 	 
	(e)

	 	Building:
	 	2525 West End, Nashville, Tennessee
	 
	 	 	 	 
	(f)

	 	Primary Lease:
	 	Office Lease Agreement dated as of July 24, 2000. Any capitalized term used but not defined in this Amended Consent shall have the same meaning given to such term in the Primary Lease.
	 
	 	 	 	 
	(g)

	 	Primary Premises:
	 	Approximately forty thousand (40,000) square feet of RSF located on the ninth (9th) and tenth (10th) floors of the Building.
	 
	 	 	 	 
	(h)

	 	Sublease:
	 	Sublease Agreement dated December 14, 2006, as amended by that Addendum to Sublease Agreement dated                     , 2007.
	 
	 	 	 	 
	(i)

	 	Consent to Sublease:
	 	Consent to Sublease dated December 15, 2006, among Lessor, Lessee and Sublessee
	 
	 	 	 	 
	(j)

	 	Subleased Premises:
	 	Approximately 8,606 square feet of RSF on the ninth (9th) floor of the Building.
	 
	 	 	 	 
	(k)

	 	Subleased Storage Space:
	 	Approximately 486 square feet of RSF on the ninth (9th) floor of the Building.
	 
	 	 	 	 
	2.

	 	Recitals.	 	 






     (a) Lessee is the lessee under the Primary Lease, under which Lessor leased to Lessee the
Primary Premises located in the Building.



 









 





     (b) Lessee subleased the Subleased Premises to Sublessee pursuant to the Sublease as consented
to pursuant to the Consent to Sublease.



     (c) Lessee desires to sublease the Subleased Storage Space to Sublessee.



     (d) The Primary Lease requires Lessor’s consent to any sublease.



     3. Lessor’s Consent. Lessor consents to the sublease of the Subleased Storage Space
from Lessee to Sublessee pursuant to the Addendum to Sublease Agreement a copy of which is attached
to this Consent as Exhibit “A”, subject to the terms and conditions of the Consent to Sublease as
amended by this Amended Consent. As of the Effective Date, the Subleased Premises shall be defined
to include the Subleased Storage Space. Sublessee acknowledges that it has examined and is familiar
with all of the terms and provisions of the Primary Lease.



     4. Amendment. Except as modified by this Amended Consent, the terms and provisions of
the Consent to Sublease shall remain in full force and effect, and the Consent to Sublease, as
modified by this Amended Consent, shall be binding upon and shall inure to the benefit of the
parties hereto, their successors and permitted assigns.



     5. Brokerage. Lessee and Sublessee each agree to indemnify, defend and hold Lessor and
its designated property management, construction and marketing firms harmless from and against any
and all damage, loss, cost or expense, including, without limitation, all attorneys’ fees and
disbursements, incurred by reason of any claim of or liability to any broker or other person for
commissions or other compensation or charges with respect to the negotiation, execution and
delivery of the Addendum to Sublease Agreement. The obligations of Lessee and Sublessee under this
Paragraph shall survive the expiration or earlier termination of the Sublease.



[Remainder of Page Intentionally Left Blank]




 









 





     IN WITNESS WHEREOF, this Consent to Amended Sublease has been executed by the parties to be
effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lessor:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Nashville Hines Development, LLC, a Delaware

limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Cash Flow Asset Management, L.P., a Texas limited
partnership, its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	CFAM GP, L.L.C., a Texas limited
liability company, its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Joanne M. Johnson
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Joanne M. Johnson,
Vice President	 	 






	 	 	 	 	 
	 	Lessee:



Robert W. Baird & Co. Incorporated, a Wisconsin

corporation

 	 
	 	By:  	/s/ Russell P. Schwei
 	 
	 	 	Russell P. Schwei, Managing Director 	 
	 	 	 	 
	 
	 	Sublessee:



Cumberland Pharmaceuticals, Inc, a Tennessee

corporation

 	 
	 	By:  	/s/  Jean W. Marstiller
 	 
	 	Jean W. Marstiller, Vice President,      	 
	 	Administrative Services