EXHIBIT 10.9


 


 


 


 


 


 


 


 


 


OFFICE
LEASE 


 


BETWEEN


 


METZLER
ONE BUCKHEAD
PLAZA, L.P. 


 


(“LANDLORD”)


 


AND


 


SAFETY
QUICK LIGHT
LLC


 


(“TENANT”)


 




    	 



    	 



    

 


 


TABLE
OF CONTENTS


 





	 	 	PAGE
	 	 	 
	1	Basic Lease Information	1
	2	Lease Grant, No Estate For Years	3
	3	Term; Adjustment of Commencement Date; Early Access	3
	4	Rent	4
	5	Tenant’s Use of Premises	7
	6	Security Deposit	8
	7	Services Furnished by Landlord	9
	8	Use of Electrical Services by Tenant	10
	9	Repairs and Alterations	10
	10	Entry by Landlord	12
	11	Assignment and Subletting	12
	12	Liens	13
	13	Indemnity	14
	14	Insurance	14
	15	Mutual Waiver of Subrogation	15
	16	Casualty Damage	15
	17	Condemnation	16
	18	Events of Default	16
	19	Remedies	17
	20	LIMITATION OF LIABILITY	19
	21	No Waiver	19
	22	Tenant’s Right to Possession	19
	23	Relocation	19
	24	Holding Over	20
	25	Subordination to Mortgages; Estoppel Certificate	20
	26	Attorneys’ Fees	20
	27	Notice	20
	28	Reserved Rights	21
	29	Surrender of Premises	21
	30	Hazardous Materials	22
	31	Miscellaneous	22
	32	Prohibited Persons and Transactions	24
	33	Special Stipulations	24





 


EXHIBITS
AND RIDERS:


 


EXHIBIT A-1OUTLINE AND
LOCATION OF PREMISES


EXHIBIT A-2 LEGAL DESCRIPTION
OF PROPERTY


EXHIBIT B RULES AND REGULATIONS


EXHIBIT CCOMMENCEMENT LETTER


EXHIBIT DWORK LETTER


EXHIBIT EPARKING AGREEMENT


EXHIBIT FSPECIAL STIPULATIONS


EXHIBIT GGREEN BUILDING
REQUIREMENTS


 


 


 


 



    	 	 	 



    	 



    




 


OFFICE
LEASE


 


This
Office
Lease
(this “Lease”)
is entered
into by
and between
METZLER
ONE BUCKHEAD
PLAZA,
L.P.,
a Delaware
limited
partnership
(“Landlord”),
and SAFETY
QUICK
LIGHT
LLC,
a Florida
limited
liability
company
(“Tenant”),
and shall
be effective
as of the
date
set forth
below Landlord’s
signature
(the “Effective
Date”).


 


1.Basic
Lease Information.
The key
business terms
used in this
Lease
are defined
as follows:


 


A.“Building”:
The building
commonly
known as
One Buckhead
Plaza
and located
at


3060 Peachtree
Road, Atlanta,
Georgia
30305.


 


B.
“Rentable
Square Footage
of the
Building”
is agreed
and stipulated
to be
Four Hundred
Sixty-One
Thousand
Six
Hundred Sixty-Nine
(461,669) square
feet, subject
to adjustment
from time
to time.


 


C. “Premises”:
The area
shown on Exhibit
A-1
to this
Lease.
The
Premises
are located
on the 3rd floor of the Building and
known as suite number
390. The “Rentable
Square Footage
of the Premises”
is deemed
to be two thousand
eight
hundred ninety-five
(2,895)
square feet.
If the Premises
include, now
or hereafter,
one or more
floors in
their entirety,
all corridors
and restroom
facilities
located on
such full floor(s)
shall be considered
part of
the Premises.
Landlord and
Tenant
stipulate and agree
that the Rentable Square
Footage
of the Premises
is correct
and shall not be remeasured.


 


D.“Base
Rent”:


 





	Period




	Annual
                                         Rate


Per
Square
Foot




	Monthly


Base Rent




	 	 	 
	CDtoMonth
    12	$28.00	$6,755.00
	Month 13toMonth 24	$28.84	$6,957.65
	Month 25toMonth 36	$29.71	$7,167.54
	Month 37toMonth 39	$30.60	$7,382.25
	 	 	 
	=
                                         CD Commencement
                                         Date




	 	 





 


E.“Tenant’s
Pro Rata Share”:
The
percentage
equal
to the
Rentable
Square
Footage
of the Premises
divided by the
Rentable Square
Footage
of the Building.


 


F.“Base
Year”
for Operating
Expenses: Calendar
year 2013.


 


G.“Term”:
The period
of approximately
thirty-nine
(39) months
starting
on the Commencement
Date, subject
to the provisions
of Article
3.


 


H.“Estimated
Commencement
Date”:
January
1, 2014,
subject
to adjustment,
if any,
as provided in Section
3.A and the Work
Letter,
if any.


 


I.“Security
Deposit”:
$27,020.00, subject to
the provisions
of Article
6.


 


The
Security
Deposit
is payable
to the order
of Metzler
One
Buckhead
Plaza,
L.P.
as follows:


 


if by
check:


Metzler
One Buckhead
Plaza,
L.P.


700 Fifth
Avenue,
61st Floor


Seattle,
WA 98104


 


if by
wire transfer:


The Commerce
Bank of
Washington


Bank
Contact: Doris Reed/Phone:
206-292-4589


ABA
#


Account
# [REDACTED]


Reference:
Safety
Quick Light
LLC


 


J.“Prepaid
Rent”:
$6,755.00, payable
upon Tenant’s
execution
of this
Lease
to be
applied
to the
first
installment
of monthly
Base
Rent
due hereunder.


 







    	One Buckhead Plaza/Safety Quick Light LLC	1	 



    	 



    

K.“Guarantor(s)”:
None.


 


L.
“Business
Day(s)”:
Monday
through
Friday
of each
week, exclusive
of New
Year’s Day,
Memorial Day,
Independence
Day,
Labor
Day,
Thanksgiving
Day,
the day
after
Thanksgiving
and Christmas
Day (“Holidays”).
Landlord
may designate
additional
Holidays,
provided that
the additional Holidays
are commonly
recognized
by other office
buildings in the area
where
the Building
is located.


 


M.
“Law(s)”:
All applicable
statutes, codes,
ordinances,
orders,
rules
and
regulations
of any
municipal
or governmental
entity,
now or hereafter
adopted,
including
the Americans
with Disabilities
Act and
any other law pertaining
to disabilities and
architectural
barriers
(collectively,
“ADA”),
and all
laws pertaining
to the environment,
including the Comprehensive
Environmental Response,
Compensation
and Liability
Act,
as amended,
42 U.S.C.
§9601 et
seq.
(“CERCLA”),
and all
restrictive covenants
existing
of record
and all
rules and
requirements
of any existing
association
or improvement
district affecting
the Property.


 


N. “Normal
Business
Hours”:
8:00 A.M.
to 6:00
P.M.
on Business
Days
and
8:00 A.M.
to 1:00 P.M. on Saturdays,
exclusive
of Holidays.


 


O.“Notice
Addresses”:


 


Tenant:
On or after
the Commencement
Date, notices
shall be sent
to Tenant
at the
Premises.
Prior to the
Commencement
Date, notices
shall be sent to Tenant
at the following
address:


 


	
        Safety
        Quick
        Light
        LLC

        16111
        Biscayne
        Boulevard

        North
        Miami,
        Florida
        33160

        Attn:
        James
        Hills

        Phone
        #: 404-295-0182

        Fax #:
        _____________

	
         

        Landlord:

         

        Metzler
        Realty
        Advisors,
        Inc.

        700
        Fifth Avenue,
        61st
        Floor

        Seattle, Washington
        98104-5071

        Attn:
        Dwight
        J. McRae

        Telecopy
        No.: (206)
        623-4864
	
         

        With
        a copy
        to:

         

        Alston,
        Courtnage
        & Bassetti
        LLP

        1000
        Second
        Avenue

        Suite
        3900

        Seattle, Washington
        98104

        Attn:
        Thomas
        A. Barkewitz

        Phone:
        (206) 623-7600

        Facsimile:
        (206) 623-1752
	
         

        And to:

         

        One
        Buckhead
        Plaza

        3060
        Peachtree
        Road,
        NW Suite 110

        Atlanta,
        Georgia
        30305

        Attn:
        Property
        Manager

        Phone:
        (404) 953-4400

        Facsimile:
        (404) 953-4401



 


Rent
(defined
in Section
4.A) is payable
to the order
of Metzler
One
Buckhead
Plaza,
L.P.
as follows:


 


if by
check:


Metzler
One Buckhead
Plaza,
L.P. P.O.
Box 203640


Dallas,
TX 75320-3640


 


if by
check - Overnight
Address:


Metzler One Buckhead Plaza, L.P.


2975 Regent Blvd.


Irving, TX 75063


 


if by
wire transfer:


Metzler
One Buckhead
Plaza


ABA#121-000-248


Credit
to: Metzler
One Buckhead
Plaza


Account#
[REDACTED]


Reference:
Safety
Quick Light
LLC


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	2	 



    	 



    

P.
“Other
Defined Terms”:
In addition
to the
terms
defined
above,
an index
of the
other defined
terms used
in the text
of this
Lease
is set
forth below,
with a cross-reference
to the
paragraph
in this Lease
in which the definition
of such term
can be found:


 





	Affiliate	11.E	 	Minor Alterations
    	9.C(1)
	Alterations	9.C(1)	 	Monetary
    Default
    	18.A
	Approved
        Construction Documents




	Work
    Letter
    	 	Mortgage
    	25
	Cable 	9.A	 	Mortgagee	25
	Capital
    Investment
    Requirement	6.C	 	Operating
    Expenses
    	4.D
	CBRE 	31.E



	 	Parking
    Facilities
    	Agreement
	Change
    Order
    	Work
    Letter
    	 	Permitted
    Transfer
    	11.E
	Claims 	13	 	Permitted
    Use	5.A
	Collateral
    	19.E	 	Prime
    Rate	19.B
	Commencement
    Date 	3.A	 	Property	2
	Common Areas
    	2	 	Provider	7.C
	Completion
    Estimate	16.B	 	Relocated Premises
    	23
	Construction Allowance	Work
    Letter
    	 	Relocation
    Date	23
	Construction Documents	Work
    Letter
    	 	Rent 	4.A
	Contamination	30.C	 	Service
    Failure
    	7.B
	Cost Overruns
    	Work
    Letter
    	 	Special
    Installations
    	29
	Costs of Reletting	19.B	 	Substantially
    Complete
    	Work
    Letter
    
	Excess Allowance
    	Work
    Letter
    	 	Taking 	17
	Excess Operating
    Expenses
    	4.B	 	Tenant Delay
    	Work
    Letter
    
	Expiration
    Date 	3.A	 	Tenant Parties	13
	Force
    Majeure
    	31.C	 	Tenant’s
    Information
    	Work
    Letter
    
	Hazardous
    Materials
    	30.C	 	Tenant’s
    Insurance
    	14.A
	Landlord
    Parties 	13	 	Tenant’s
    Property	14.A
	Landlord
    Work	3.A	 	Tenant’s
    Removable
    Property	29
	Landlord’s
    Rental Damages	19.B	 	Time Sensitive Default
    	18.B
	Leasehold
    Improvements
    	29	 	Transfer	11.A
	 	 	 	Work
    Letter
    	3.A





 


2. Lease
Grant,
No Estate
For Years.
Landlord
leases
the Premises
to Tenant
and Tenant
leases
the Premises
from Landlord,
together with
the right in
common
with others
to use any
portions of the
Property
(defined
below) that
are designated
by Landlord
for the
common
use of tenants
and others,
such as
sidewalks, common
corridors,
vending areas,
lobby areas
and, with respect
to multi-tenant
floors, restrooms
and elevator
foyers
(the “Common
Areas”).
“Property”
means the
Building
and the
parcel(s)
of land
on which
it is located
as more
fully described
on Exhibit
A-2, together
with all other buildings
and improvements
located thereon;
and the
Building garage(s)
and other improvements
serving the Building,
if any,
and the parcel(s)
of land on which
they are
located.
No estate
for years
or leasehold
estate
is intended
to be created
by this Lease;
this Lease
creates only
a usufruct. Landlord
and Tenant
intend that their relationship
hereunder
shall be that of landlord
and tenant
pursuant to
Law. Tenant’s
interest
hereunder
is not subject
to levy
and sale
and is not assignable
or transferable
(for security
purposes,
collateral
purposes,
or otherwise),
except
as expressly
provided
in Article 11 of
this Lease.


 


3. Term;
Adjustment
of Commencement
Date;
Early Access.


 


A. Term.
This Lease
shall govern
the relationship
between
Landlord
and Tenant
with respect
to the Premises
from the
Effective
Date through
the last day of the
calendar month
in which
falls the last day
of the Term
specified
in Section
1.G (the
“Expiration Date”),
unless terminated
early in accordance
with this Lease.
The Term of this
Lease
(as specified
in Section 1.G)
shall commence
on the “Commencement
Date”,
which shall
be the earliest
of (1) the
date on
which the Landlord
Work
(defined below)
is Substantially
Complete, as
determined
pursuant to
the Work Letter
(defined
below), or (2)
the date
on which
the Landlord
Work
would have
been Substantially
Complete but for
Tenant
Delay, as
such term
is defined
in the Work
Letter,
or (3) the date
Tenant
takes possession
of any part
of the
Premises
for purposes
of conducting
business. If Landlord
is delayed
in delivering
possession
of the Premises
or any other
space
due to any
reason, including
Landlord’s
failure
to Substantially
Complete
the Landlord
Work
by the Estimated
Commencement
Date, the
holdover or unlawful
possession of such
space by any
third party,
or for any
other reason,
such delay shall
not be a default by
Landlord, render
this Lease
void or voidable,
or otherwise
render
Landlord
liable for damages.
Promptly after
the determination
of the Commencement
Date,
the


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	3	 



    	 



    

Expiration
Date, the
Rent schedule
and any
other
variable
matters, Landlord
shall prepare
and deliver
to Tenant
a commencement
letter agreement
substantially
in the form
attached
as Exhibit
C. If
such
commencement
letter is not executed
by Tenant
within thirty
(30) days after
delivery
of same by Landlord,
then Tenant
shall be deemed
to have
agreed
with the matters
set forth
therein. Notwithstanding
any other
provision
of this Lease
to the contrary,
if the Expiration
Date would otherwise
occur
on a date
other than the
last day of
a calendar
month, then
the Term
shall be automatically
extended
to include the
last day
of such calendar
month, which
shall become the Expiration
Date. “Landlord
Work” means
the work,
if any,
that Landlord
is obligated
to perform
in the Premises
pursuant to a separate
work letter
agreement (the
“Work Letter”),
if any, attached
as Exhibit
D. If a Work
Letter
is not attached
to this
Lease or
if an
attached
Work
Letter
does not require
Landlord
to perform
any work,
the occurrence
of the Commencement
Date shall
not be
conditioned upon the
performance
of work by
Landlord.


 


B.Acceptance
of Premises.
The Premises
are accepted
by Tenant
in “AS
IS”
condition and
configuration
subject to (1)
any Landlord
obligation
to perform
Landlord Work,
and (2)
any latent
defects
in the Premises
of which Tenant
notifies Landlord
within one (1) year
after the Commencement
Date other than work performed
by Tenant
Parties (defined
below). TENANT
HEREBY
AGREES THAT
THE PREMISES
ARE IN GOOD
ORDER AND
SATISFACTORY
CONDITION
AND THAT,
EXCEPT
AS OTHERWISE
EXPRESSLY
SET FORTH
IN THIS LEASE,
THERE
ARE NO REPRESENTATIONS
OR WARRANTIES
OF ANY KIND,
EXPRESS OR
IMPLIED,
BY LANDLORD
REGARDING
THE
PREMISES,
THE
BUILDING
OR THE
PROPERTY.


 


4. Rent.


 


A. Payments.
As consideration
for this
Lease,
commencing
on the Commencement
Date, Tenant
shall pay
Landlord,
without any
demand,
setoff or
deduction,
the total
amount of
Base
Rent, Tenant’s
Pro Rata
Share of Excess
Operating
Expenses (defined
in Section
4.B) and any
and all other
sums payable
by Tenant
under this
Lease (all
of which are
sometimes collectively
referred
to as
“Rent”).
Tenant
shall pay
and be
liable
for all rental,
sales and
use taxes
(but
excluding
income
taxes), if
any, imposed
upon or measured
by Rent
under applicable
Law. The
monthly
Base Rent
and Tenant’s
Pro Rata Share
of Excess
Operating
Expenses shall
be due and payable
in advance
on the first
day of
each
calendar
month without
notice
or demand,
provided that
Landlord
shall apply
the Prepaid
Rent to the payment
of the installment
of Base Rent
for the first full
calendar month
of the Term in which
Rent is
due shall be payable
upon the execution
of this
Lease
by Tenant.
All other items
of Rent shall be due and
payable
by Tenant
on or before thirty
(30) days
after billing
by Landlord.
All payments
of Rent shall be by
good and
sufficient check
or by other
means (such as
automatic
debit or
electronic
transfer)
acceptable
to Landlord.
If the
Term
commences
on a day other than the first
day of
a calendar
month, the monthly
Base Rent and
Tenant’s
Pro Rata Share
of any Excess
Operating
Expenses
for the month
shall be prorated
on a daily
basis based
on a three
hundred-sixty
(360) day
calendar year.
Landlord’s
acceptance
of less than the correct
amount of Rent
shall be considered
a payment
on account
of the earliest
Rent due.
No endorsement
or statement on a check
or letter
accompanying
a check or payment
shall be considered
an accord
and satisfaction,
and either
party
may accept
such check
or payment
without such acceptance
being considered
a waiver
of any
rights
such party
may have
under this
Lease
or applicable
Law. Tenant’s
covenant
to pay
Rent is independent
of every
other covenant
in this
Lease.


 


B.Excess
Operating
Expenses.


 


(1) Subject
to Section
4.B.(2) below,
commencing
with the calendar
year
following the Base
Year,
and each
calendar
year
thereafter,
Tenant
shall pay Tenant’s
Pro Rata
Share
of the amount,
if any,
by which
Operating
Expenses (defined
in Section
4.D) for each calendar
year
during the Term
exceed
Operating
Expenses
for the Base
Year
(the “Excess
Operating
Expenses”).
If Operating
Expenses in
any
calendar
year
decrease
below
the amount
of Operating
Expenses for the
Base Year,
Tenant’s
Pro Rata Share
of Operating
Expenses for that calendar
year
shall be zero dollars
($0.00). In no event
shall Base Rent be reduced
if Operating Expenses
for any calendar
year
are less than Operating
Expenses
for the Base
Year. On
or about January
1 of each
calendar
year,
Landlord shall
provide Tenant
with a good
faith
estimate of
the Excess
Operating
Expenses for such calendar
year during the Term.
On or before the first
day of each month,
Tenant shall
pay to Landlord
a monthly
installment
equal
to one-twelfth
of Tenant’s
Pro Rata
Share
of Landlord’s
estimate of the
Excess
Operating
Expenses. If Landlord
determines
that its good
faith estimate
of the Excess
Operating
Expenses
was incorrect,
Landlord may
provide Tenant
with a revised
estimate.
After its
receipt
of the revised
estimate,
Tenant’s
monthly payments
shall be
based


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	4	 



    	 



    

upon
the revised
estimate.
If Landlord
does
not provide
Tenant
with an
estimate
of the Excess
Operating
Expenses
by January
1 of a
calendar
year,
Tenant
shall continue
to pay monthly
installments
based
on the most
recent
estimate(s)
until Landlord
provides
Tenant
with the new estimate.
Upon delivery
of the new estimate,
an adjustment
shall be made for any month
for which Tenant
paid monthly installments
based on the same
year’s
prior incorrect
estimate(s).
Tenant
shall
pay Landlord
the amount of any
underpayment within
thirty (30) days
after receipt
of the new estimate.
Any overpayment
shall be credited
against
the next sums due and
owing by Tenant
or, if no further Rent
is due, refunded directly
to Tenant within
thirty (30) days
of determination.
The obligation
of Tenant
to pay for
Excess Operating
Expenses
as provided
herein shall survive
the expiration
or earlier termination
of this
Lease.


 


(2)Notwithstanding
the
foregoing
Section
4.B.(1),
Tenant
will
be entitled
to an
abatement
of Tenant’s
Pro
Rata
Share
of Excess
Operating
Expenses
during
the first
twelve
(12)
months
of the
Term commencing
on the
Commencement
Date
(the
“Abatement”).
In the
event
of a Monetary
Default
(defined
below)
by Tenant
under
this Lease
during
the initial
Term beyond
any applicable
notice
and
cure
periods,
the Abatement
shall
be amortized
on a
straight-line
basis
and any
unamortized
amounts
of the
Abatement
at the
time
of default
shall
become
immediately
due and
payable.
Further,
should Tenant be in an
event of default
(regardless
of any notice
and cure
periods)
under this
Lease
at any
time any
installment
of the Abatement
is otherwise
due to be
applied,
such installment
of the Abatement
will not be provided until
the event of default
has been cured.


 


C. Reconciliation
of Operating
Expenses.
Within
one hundred-twenty
(120)
days
after
the end
of each
calendar
year
or as
soon thereafter
as is practicable,
Landlord
shall furnish
Tenant
with a statement
of the actual Operating
Expenses and
Excess
Operating
Expenses
for such
calendar
year. If the most recent
estimated
Excess
Operating
Expenses paid
by Tenant
for
such
calendar
year
are more than the actual
Excess
Operating
Expenses
for
such
calendar
year,
Landlord
shall
apply
any overpayment
by Tenant
against
Rent due or next
becoming due;
provided,
if the
Term expires
before
the determination
of the overpayment, Landlord
shall,
within thirty
(30) days of determination,
refund any
overpayment
to Tenant
after
first deducting
the amount of
Rent due.
If the most
recent estimated
Excess Operating
Expenses paid
by Tenant
for the prior calendar
year are
less than the actual Excess
Operating
Expenses for such
year, Tenant
shall pay Landlord, within
thirty (30)
days after its
receipt
of the statement of Operating
Expenses, any
underpayment
for the prior calendar
year.


 


D. Operating
Expenses
Defined.
“Operating
Expenses”
means
all
costs
and
expenses
incurred
or accrued
in each
calendar
year
in connection
with the ownership,
operation,
maintenance,
management,
repair
and protection
of the Property
which are directly
attributable
or reasonably
allocable
to the Building,
including Landlord’s
personal property
used in connection
with the Property
and including
all costs and expenditures
relating to the
following:


 


(1) Operation,
maintenance,
repair
and replacements
of any
part
of the Property,
including the mechanical,
electrical,
plumbing,
HVAC,
vertical
transportation,
fire prevention
and warning
and access
control
systems;
materials
and supplies (such
as building
standard light
bulbs and ballasts);
equipment
and tools;
floor, wall
and window
coverings;
personal
property;
required
or beneficial
easements; and
related service
agreements
and rental expenses.


 


(2) Administrative
costs
and
management
fees,
including
accounting,
information
and professional
services
(except
for negotiations
and disputes
with specific
tenants not
affecting
other parties);
management
office(s);
and wages,
salaries,
benefits,
reimbursable
expenses
and
taxes
(or allocations
thereof) for
full and
part
time personnel
involved
in operation,
maintenance
and management.


 


(3) Janitorial
service;
window cleaning;
waste
disposal;
gas,
water
and
sewer
and other utility
charges
(including
add-ons);
and landscaping,
including all
applicable
tools and
supplies.


 


(4) Property,
liability
and other
insurance
coverages
carried
by Landlord,
including deductibles
and
risk retention
programs
and a
proportionate allocation
of the cost
of blanket insurance
policies
maintained by
Landlord and/or
its Affiliates (defined
below).


 


(5) Real
estate
taxes,
assessments, business
taxes,
excises,
association
dues,
fees, levies,
charges
and other
taxes of every
kind and nature
whatsoever,
general
and special,


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	5	 



    	 



    

extraordinary
and ordinary,
foreseen
and unforeseen,
including interest
on installment
payments,
which may
be levied
or assessed
against
or arise
in connection
with ownership,
use, occupancy,
rental, operation
or possession
of the Property
(including
personal
property
taxes
for property
that
is owned by
Landlord and
used in connection
with the operation,
maintenance
and repair
of the Property),
or substituted,
in whole or
in part,
for a
tax previously
in existence
by any
taxing authority,
or assessed
in lieu of a
tax increase,
or paid as rent
under any
ground lease.
Real estate
taxes
do not include Landlord’s
income, franchise
or estate
taxes
(except
to the
extent
such
excluded
taxes are
assessed in lieu
of taxes
included above).


 


(6) Compliance
with Laws,
including
license,
permit
and
inspection
fees (but
not in duplication
of capital
expenditures
amortized
as provided
in Section
4.D(9));
and
all
expenses
and fees,
including attorneys’
fees and
court or
other venue
of dispute resolution
costs,
incurred
in negotiating
or contesting
real
estate taxes
or the validity
and/or applicability
of any governmental
enactments
which may
affect
Operating
Expenses;
provided Landlord
shall credit
against
Operating
Expenses
any
refunds received
from such
negotiations
or contests
to the
extent
originally
included
in Operating
Expenses (less
Landlord’s
costs).


 


(7)Building
safety
services,
to the
extent
provided
or contracted
for
by Landlord.


 


(8)Goods and
services
purchased
from Landlord’s
subsidiaries
and Affiliates
to


the
extent
the cost
of same
is generally
consistent with
rates charged
by unaffiliated
third parties
for similar
goods and services.


 


(9) Amortization
of capital
expenditures
incurred:
(a) to
conform
with Laws;
(b) to
provide or
maintain building
standards (other
than building
standard tenant
improvements);
or (c)
with the intention
of promoting
safety
or reducing
or controlling
increases
in Operating
Expenses, such
as lighting
retrofit
and installation
of energy
management
systems. Such
expenditures
shall
be amortized
uniformly over
the following
periods of
time (together
with interest
on the unamortized
balance
at the Prime
Rate (defined
in Section
19.B) as
of the date
incurred
plus two percent
(2%): for building improvements,
the shorter
of ten (10)
years
or the estimated
useful life
of the improvement;
and for all
other items, three
(3) years
for expenditures
under Fifty Thousand
and No/100 Dollars ($50,000.00)
and five (5) years
for expenditures
in excess
of Fifty Thousand and
No/100 Dollars ($50,000.00).
Notwithstanding the foregoing,
Landlord may
elect to amortize
capital
expenditures
under this subsection
over a longer
period of time
based
upon (i) the purpose
and nature
of the expenditure,
(ii) the
relative capital
burden on the Property,
(iii) for
cost savings
projects,
the anticipated
payback
period, and
(iv) otherwise in
accordance
with sound real
estate accounting
principles
consistently
applied.


 


(10) Electrical
services
used
in the
operation,
maintenance
and
use of
the Property;
sales, use,
excise
and other
taxes
assessed
by governmental
authorities
on electrical
services
supplied to the
Property,
and other costs
of providing electrical
services
to the Property.


 


E.Exclusions
from
Operating
Expenses.
Operating
Expenses
exclude
the following expenditures:


 


(1) Leasing
commissions,
attorneys’
fees and
other expenses
related
to leasing
tenant space
and constructing
improvements
for the
sole benefit
of an individual tenant.


 


(2) Goods
and
services
furnished
to an
individual
tenant
of the
Building
which
are above
building
standard and
which are
separately
reimbursable
directly
to Landlord
in addition to Excess
Operating
Expenses.


 


(3) Repairs,
replacements
and general
maintenance
paid
by insurance
proceeds
or condemnation
proceeds.


 


(4) Except
as provided
in Section
4.D(9), depreciation,
amortization,
interest
payments
on any
encumbrances
on the Property
and
the cost
of capital
improvements
or additions.


 


(5) Costs
of installing
any
specialty
service,
such
as an
observatory,
broadcasting
facility,
luncheon club,
or athletic
or recreational
club.


 


(6) Expenses
for repairs
or maintenance
related
to the Property
which
have been
reimbursed
to Landlord
pursuant to warranties
or service
contracts.


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	6	 



    	 



    

(7)Costs
(other than maintenance
costs) of
any art
work (such
as sculptures
or paintings)
used to decorate
the Building.


 


(8)Principal
payments
on indebtedness
secured
by liens
against
the Property,
or costs of refinancing
such indebtedness.


 


F.
Proration
of Operating
Expenses;
Adjustments.
If Landlord
incurs Operating
Expenses
for the Property
together
with one or more
other buildings
or properties,
whether
pursuant
to a reciprocal
easement
agreement,
common
area agreement
or otherwise,
the shared
costs and
expenses
shall be equitably
prorated and
apportioned
by Landlord
between
the Property
and the other
buildings or
properties.
If any
Operating
Expenses
are not,
in Landlord’s
reasonable
judgment,
incurred
proportionately
by office tenants
and retail
tenants of the Property,
then Landlord may equitably
allocate
such Operating
Expenses
between
office
tenants and
retail
tenants.
If the Building
is not one
hundred percent
(100%) occupied
during any
calendar
year
or partial
calendar year
or if Landlord
is not supplying services
to one hundred
percent
(100%) of
the total
Rentable Square
Footage
of the Building at
any time
during a calendar
year or partial
calendar
year, Operating
Expenses
shall be determined
as if the
Building
had been one
hundred percent
(100%) occupied
and Landlord
had been
supplying services to one
hundred percent
(100%) of the
Rentable Square
Footage
of the Building
during that calendar
year.
If Tenant
pays for Tenant’s
Pro Rata
Share of Operating
Expenses based
on increases over
a “Base Year”
and Operating
Expenses for a calendar
year are
determined
as provided
in the prior
sentence,
Operating
Expenses for
the Base
Year
shall also be determined
as if the Building
had been
one hundred percent
(100%) occupied and
Landlord had
been supplying services
to one hundred
percent
(100%) of
the Rentable Square
Footage
of the Building.
The extrapolation
of Operating
Expenses
under this
Section
shall be performed
by Landlord
by adjusting
the cost of those components
of Operating
Expenses that are
impacted
by changes
in the occupancy
of the Building.


 


G.
Increase
in Operating
Expenses.
Notwithstanding anything
in this
Lease
to the contrary,
increases
in Operating
Expenses
shall,
with the exception
of real
estate taxes,
utility charges,
security
expenses,
insurance
premiums
and costs,
and the
cost
of complying
with governmental
requirements,
be limited to a per
year cumulative
increase of five percent
(5%), compounded annually.
Increases
in real estate
taxes,
utility charges,
security
expenses,
insurance
premiums and
costs, and
the cost of complying
with governmental
requirements
shall not be subject
to any limit
or “cap.”


 


5.Tenant’s
Use of Premises.


 


A. Permitted
Uses. The
Premises
shall be used
only for general
office
use (the “Permitted
Use”)
and for
no other use whatsoever.
Tenant
shall not use
or permit
the use of the Premises
for any
purpose
which is
illegal,
creates
obnoxious
odors (including
tobacco smoke),
noises or vibrations,
is dangerous
to persons
or property,
could increase
Landlord’s
insurance
costs, or
which, in
Landlord’s
reasonable
opinion, unreasonably
disturbs
any other tenants
of the Building or
interferes
with the operation
or maintenance
of the
Property
or any
work by
Landlord
or its
contractors in the Premises.
Except as
provided below, the following
uses are expressly
prohibited in the Premises:
schools, government
offices
or agencies;
personnel agencies;
collection
agencies;
credit
unions; data
processing,
telemarketing
or reservation
centers;
medical treatment
and health
care;
radio,
television
or other telecommunications
broadcasting;
restaurants
and other retail;
customer
service
offices
of a public
utility
company;
or any
other purpose
which would,
in Landlord’s
reasonable
opinion, impair
the reputation
or quality
of the Building,
overburden
any of the
Building
systems,
Common
Areas or parking
facilities
(including
any use
which would create
a population density in the
Premises
which is in excess
of the density
which is standard
for the Building),
impair
Landlord’s
efforts
to lease
space or otherwise
interfere
with the
operation
of the Property.
Notwithstanding the foregoing,
the following ancillary
uses
are permitted
in the Premises
only so long as
they do not,
in the aggregate,
occupy
more than
ten percent
(10%) of
the Rentable Square
Footage
of the Premises
or any
single floor
(whichever
is less): (1) the following
services provided
by Tenant
exclusively
to its employees:
schools, training
and other educational
services; credit
unions; and
similar
employee
services;
and (2)
the following services
directly
and exclusively
supporting Tenant’s
business: telemarketing;
reservations;
storage;
data
processing;
debt
collection;
and similar
support services.


 


B.
Compliance
with Laws
and Green
Building
Requirements.
Tenant
shall comply
with all
Laws
regarding
the operation
of Tenant’s
business and
the use, condition,
configuration
and


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	7	 



    	 



    

occupancy
of the
Premises
and the
use of the
Common
Areas. Tenant,
within
ten (10) days
after receipt,
shall
provide Landlord
with copies
of any
notices
Tenant
receives regarding
a violation
or alleged
or potential violation
of any
Laws.
Tenant
shall comply
with the rules
and regulations
of the Building
attached
as Exhibit
B and
such other reasonable
rules and
regulations
(or modifications
thereto) adopted
by Landlord
from time
to time.
Such
rules and
regulations will
be applied
in an equitable
manner as
determined
by Landlord.
Tenant
shall also
cause its
agents,
contractors,
subcontractors,
employees,
customers, and subtenants
to comply
with all rules and regulations.


 


Tenant
acknowledges
that the
Building
is or may
become in
the future
certified
under the
LEED rating
system. Tenant
shall
cooperate
with Landlord
to comply
with Landlord’s
sustainability
practices,
which includes
complying
with the applicable
“Green
Building”
requirements
set forth
on Exhibit
G attached
hereto
and incorporated
by reference
herein.


 


C. Tenant’s
Security
Responsibilities.
Tenant
shall (1) lock
the doors to
the Premises
and take
other reasonable
steps to secure
the Premises
and the
personal
property
of all
Tenant
Parties
(defined
in Article
13) and
any of Tenant’s
transferees,
contractors
or licensees
in the Common Areas
and parking
facilities
of the Building
and Property,
from unlawful intrusion,
theft, fire
and other hazards;
(2) keep and
maintain in good
working order
all security
and safety
devices
installed
in the Premises
by or for the
benefit of Tenant
(such as locks, smoke detectors
and burglar
alarms); and (3) cooperate
with Landlord
and other tenants in the Building
on Building safety
matters. Tenant
acknowledges
that any security
or safety measures
employed
by Landlord are for the protection
of Landlord’s
own interests;
that Landlord
is not a guarantor
of the security or safety
of the Tenant
Parties
or their property;
and that such
security
and
safety
matters
are the
responsibility
of Tenant
and the local law
enforcement
authorities.


 


6.Security
Deposit.


 


A. Security
Deposit.
The Security
Deposit in
the amount
set forth
in Section
1.I above
shall be delivered
to Landlord
upon the execution
of this
Lease
by Tenant
and shall
be held
by Landlord
(without
liability
for interest,
except
to the extent
required
by Law)
as security
for the performance
of Tenant’s
obligations
under this Lease.
The Security
Deposit is not an
advance
payment
of Rent or a measure
of Tenant’s
liability
for damages.
Landlord
may, from
time to time while
an event
of default
remains uncured,
without prejudice
to any
other remedy,
use all
or a portion of
the Security
Deposit to
satisfy
past due
Rent, cure
any uncured
default
by Tenant,
or repay
Landlord
for damages
and charges
for which
Tenant is
legally liable
under this
Lease
or resulting
from Tenant’s
breach
of this
Lease.
If Landlord
uses
the Security
Deposit, Tenant
shall on demand
restore the
Security
Deposit
to its
original
amount and
such use by
Landlord
of the Security
Deposit shall
not constitute
a cure
of the existing
event
of default
until such
time as
the entire
amount owing to Landlord
is paid in full and
the Security
Deposit is fully
restored.
Provided that Tenant
has performed
all of its obligations
hereunder,
Landlord
shall return any
unapplied
portion of the Security
Deposit to
Tenant
within thirty
(30) days
after
the later
to occur
of: (1)
the date
Tenant surrenders
possession of the
Premises
to Landlord
in accordance
with this
Lease;
or (2) the Expiration
Date. Tenant
does hereby
authorize
Landlord to withhold
from the Security
Deposit all amounts
allowed
by Law
and the
amount reasonably
anticipated
by Landlord
to be owed
by Tenant
as a
result of
an underpayment
of Tenant’s
Pro Rata
Share of
any Excess
Operating
Expenses
for the
final year
of the Term.
To the fullest
extent
permitted
by applicable
Law,
Tenant
agrees
that the provisions
of this
Article
6 shall supersede
and
replace
all statutory
rights
of Tenant
under applicable
Law regarding
the retention,
application
or return of
security
deposits. If Landlord
transfers
its interest
in the Premises,
Landlord shall
assign
the Security
Deposit
to the transferee
and, following
the assignment
and the
delivery
to Tenant
of an
acknowledgement
of the transferee’s
responsibility
for the Security
Deposit if
required
by Law,
Landlord
shall
have
no further
liability
for the return
of the Security
Deposit. Landlord shall
not be required to keep
the Security
Deposit separate
from its other accounts.


 


B.
Reduction
in Amount
of Security
Deposit.
Notwithstanding anything
in this Section
6 to the
contrary,
so long as
Tenant
is then current
in the payment
of all
Rent due
hereunder
and has
not been
in default
hereunder
beyond
any applicable
notice
and cure
period during
the prior
12-month
period, the
Security
Deposit shall be reduced
as follows: (i)
as of the
first (1st) day
of the twentieth
(20th) full calendar
month during the Term,
the Security
Deposit shall be reduced
to


$20,265.00,
and Landlord
shall pay to
Tenant
the difference,
if any,
in the
amount of
Security
Deposit then
held
by Landlord
and $20,265.00; and
(ii) as of
the first day
of the thirty-ninth
(39th) full calendar
month during
the Term,
the Security
Deposit
shall be reduced
to $13,510.00 and


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	8	 



    	 



    

Landlord
shall pay
to Tenant
the difference,
if any,
in the amount
of Security
Deposit
then held
by Landlord
and $13,510.00.
Should Tenant
be in default
(regardless
of any
notice
and cure
periods)
as of the
date the
Security
Deposit is to
reduce,
or if
Tenant
has
been
in default
as specified
above beyond
any applicable
notice
and cure
periods
during the prior
12-month
period, no reduction
shall occur as
of such applicable
date. In no
event
shall the Security
Deposit ever
be in an
amount less than $13,510.00 during
the Term.


 


7. Services
Furnished
by Landlord.


 


A.Standard
Services.
Subject
to the provisions
of this
Lease,
Landlord
agrees
to furnish (or
cause
a third
party
provider
to furnish)
the following services
to Tenant
during the
Term:


 


(1)Water service for use in the
lavatories on each floor on which the Premises are located.


(2) Heat
and air
conditioning
in season
during Normal
Business Hours,
at such temperatures
and in
such amounts
as required
by governmental
authority
or as
Landlord
determines
are standard
for the Building.
Tenant,
upon such notice
as is reasonably
required
by Landlord,
and subject
to the capacity
of the Building
systems,
may request
HVAC service
during hours other
than Normal Business
Hours. Tenant
shall pay Landlord
for such additional
service
at a rate
equal
to Fifty-Five
and No/100
Dollars ($55.00)
per operating
hour per
floor (the “Hourly
HVAC Charge”).
Landlord shall
have the right,
upon thirty (30) days
prior written
notice to Tenant,
to adjust the Hourly HVAC
Charge from
time to time,
but not more than once
per calendar
year,
based proportionately
upon increases
in HVAC
costs,
which
costs
include
utilities,
taxes,
surcharges,
labor,
equipment,
maintenance
and repair.


 


(3)Maintenance
and repair
of the Property
as described
in Section
9.B.


 


(4) Janitorial
service
five (5) days
per week
(excluding
Holidays),
as determined
by Landlord.
If Tenant’s
use of the
Premises,
floor covering
or other
improvements
require
special services
in excess
of the standard services
for the Building,
Tenant
shall pay the additional
cost attributable
to the special services.


 


(5) Elevator
service,
subject to
proper
authorization
and Landlord’s
policies
and procedures
for use
of the elevator(s)
in the Building.


 


(6)Exterior
window washing
at such intervals
as determined
by Landlord.


 


(7) Electricity
to the Premises
for general
office
use, in accordance
with and subject
to the terms and
conditions in
Article 8.


 


B.
Service
Interruptions.
For purposes
of this
Lease,
a “Service
Failure”
shall
mean any
interruption,
suspension or
termination
of services
being provided
to Tenant
by Landlord
or by third-party
providers,
whether
engaged
by Tenant
or pursuant to arrangements
by such providers
with Landlord,
which
are due to (1)
the application
of Laws;
(2) the failure,
interruption
or malfunctioning
of any electrical
or mechanical
equipment,
utility
or other service
to the Building or
Property;
(3) the performance
of repairs,
maintenance,
improvements
or alterations;
or (4) the occurrence
of any other event
or cause whether
or not within
the reasonable control
of Landlord. No
Service
Failure
shall
render
Landlord
liable
to Tenant,
constitute
a constructive
eviction of
Tenant,
give rise to an
abatement
of Rent, or
relieve
Tenant from
the obligation
to fulfill
any covenant
or agreement.
In no event
shall Landlord be liable
to Tenant
for any loss or damage,
including the theft of Tenant’s
Property (defined
in Article
14), arising
out of or in connection
with any Service
Failure or the failure
of any Building
safety services,
personnel
or equipment.


 


C. Third
Party
Services.
If Tenant
desires
any service
which
Landlord
has not specifically
agreed
to provide
in this
Lease,
such as
private security
systems
or telecommunications
services
serving the
Premises,
Tenant
shall procure
such service
directly
from a reputable
third
party service
provider (“Provider”)
for Tenant’s
own account. Tenant
shall require each Provider
to comply with the Building’s
rules and
regulations, all
Laws, and
Landlord’s
reasonable
policies
and practices
for the Building.
Tenant acknowledges
Landlord’s
current
policy that
requires
all Providers
utilizing
any area
of the Property
outside the Premises
to be approved
by Landlord
and to enter
into a written
agreement
acceptable
to Landlord
prior to gaining
access
to, or making any


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	9	 



    	 



    

installations
in or through,
such area.
Accordingly,
Tenant
shall
give Landlord
written
notice sufficient
for such
purposes.


 


D. Signage.
Tenant
shall be entitled
at its
expense
to have
its name
shown upon any
Directory
Board
of the Building,
which Directory
Board
may be a
free
standing or
computerized
directory
board.
Landlord
shall designate
the style
of the Directory
Board
as well
as the amount
of space to be allocated
to Tenant,
which Board
shall be located
in an
area designated
by Landlord
in the main lobby of
the Building.
Tenant
shall also
be entitled
at its
expense
to have
Building standard
suite identification
signage
placed outside
the Premises
in a location
comparable
to other tenants
in the Building.


 


8.Use
of Electrical
Services
by Tenant.


 


A. Landlord’s
Electrical
Service. Subject
to the terms
of this Lease,
Landlord
shall furnish building
standard
electrical
service
to the Premises
sufficient
to operate
customary
lighting,
office
machines
and other
equipment
of similar
low electrical
consumption. Landlord
may,
at any time
and from
time to
time, calculate
Tenant’s
actual electrical
consumption
in the Premises
by a survey conducted
by a reputable
consultant selected
by Landlord,
all at
Tenant’s
expense.
The cost of any
electrical
consumption in excess
of that which Landlord
determines
is standard for the Building
shall be paid
by Tenant
in accordance
with Section 8.D. The furnishing
of electrical
services
to the Premises
shall be subject
to the rules,
regulations
and practices
of the supplier
of such
electricity
and of
any municipal
or other governmental
authority
regulating
the business
of providing
electrical
utility
service.
Landlord
shall not be liable
or responsible
to Tenant
for any loss,
damage
or expense
which Tenant
may sustain
or incur if either
the quantity
or character
of the electrical
service
is changed
or is no longer
available
or no longer
suitable for Tenant’s
requirements.


 


B.
Selection
of Electrical
Service Provider.
Landlord
shall have and
retain the
sole right to
select
the provider
of electrical
services
to the Building
and/or the
Property.
To the fullest
extent
permitted
by Law,
Landlord
shall have
the continuing
right to change
such utility
provider. All
charges
and expenses
incurred
by Landlord
due to any
such
changes
in electrical
services, including maintenance,
repairs,
installation
and related
costs,
shall be included
in the electrical
services costs referenced
in Section
4.D(10), unless paid directly
by Tenant.


 


C. Submetering.
Landlord
shall have
the continuing
right,
upon thirty
(30)
days
written
notice,
to install
a submeter
for the
Premises
at Tenant’s
expense.
If submetering
is installed
for the Premises,
Landlord may charge
for Tenant’s
actual
electrical
consumption
monthly in
arrears
for
the kilowatt
hours used, a rate per
kilowatt hour equal
to that charged
to Landlord by
the provider
of electrical
service
to the Building
during the same
period
of time
(plus, to the fullest
extent
permitted
by applicable
Laws, an
administrative
fee equal
to fifteen percent
(15%) of such charge),
except
as to electricity
directly
purchased
by Tenant from
third party
providers after
obtaining Landlord’s
consent to the same.
In the event
Landlord is unable
to determine
the exact
kilowatt hourly
charge
during the period of time,
Landlord shall use the average
kilowatt hourly
charge to the Building
for the first billing
cycle
ending
after
the period
of time in
question. Even
if the Premises
are submetered,
Tenant
shall remain
obligated
to pay Tenant’s
Pro Rata
Share
of the cost
of electrical
services
as provided
in Section
4.B, except
that Tenant
shall be entitled
to a credit
against
electrical
services
costs equal
to that portion
of the amounts
actually
paid by
Tenant
separately
and directly
to Landlord
which are
attributable
to building
standard
electrical
services submetered
to the Premises.


 


D. Excess
Electrical
Service.
Tenant’s
use of electrical
service
shall not exceed,
in voltage,
rated
capacity,
use beyond
Normal Business
Hours or
overall
normal load
for the Building,
that which
Landlord
deems to
be standard for the Building.
If Tenant
requests
permission to consume
excess
electrical
service, Landlord
may refuse
to consent
or may
condition consent
upon conditions
that Landlord reasonably
elects
(including
the installation,
at its
sole cost, of
utility
service upgrades,
meters, submeters,
air handlers
or cooling units).
The costs of any
approved
additional
consumption
(to the
extent
permitted
by Law),
installation
and maintenance
shall be paid
by Tenant.


 


9.Repairs
and Alterations.


 


A. Tenant’s
Repair
Obligations.
Tenant
shall
keep
the Premises
in good
condition
and repair,
ordinary
wear
and
tear excepted.
Tenant’s
repair
obligations
include,
without limitation,
repairs
to: (1) floor covering
and/or raised
flooring; (2) interior
partitions;
(3) doors; (4) the interior


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	10	 



    	 



    

side
of demising
walls;
(5) electronic,
phone and
data cabling
and related
equipment
(collectively,
“Cable”)
that
is installed
by or
for the benefit
of Tenant
whether
located
in the Premises
or in
other portions of
the Building;
(6) supplemental
air conditioning
units, private
showers and
kitchens,
including hot water
heaters,
plumbing,
dishwashers,
ice machines
and similar
facilities
serving Tenant
exclusively;
(7) phone
rooms used exclusively
by Tenant;
(8) Alterations
(defined
below) performed
by contractors
retained by
Tenant,
including
related
HVAC balancing;
and (9) all
of Tenant’s
furnishings,
trade fixtures,
equipment
and
inventory. Prior
to performing
any such repair
obligation,
Tenant
shall give
written
notice to Landlord
describing
the necessary
maintenance
or repair. Upon receipt
of such notice, Landlord
may elect
either
to perform
any of the maintenance
or repair obligations
specified
in such notice,
or require that
Tenant
perform
such
obligations
by using contractors
approved
by Landlord.
All work shall be performed
at Tenant’s
expense
in accordance
with the rules
and procedures
described
in Section
9.C below. If
Tenant
fails
to make any
repairs
to the Premises
for more than fifteen
(15) days
after notice
from Landlord
(although
notice shall
not be required
if there is an
emergency),
Landlord
may,
in addition
to any
other remedy
available
to Landlord,
make the repairs,
and Tenant
shall pay
to Landlord
the reasonable
cost of
the repairs
within thirty
(30) days
after
receipt
of an invoice,
together with an
administrative
charge
in an amount
equal to
fifteen percent
(15%) of the
cost of the repairs.


 


B.
Landlord’s
Repair
Obligations.
Landlord
shall keep
and maintain
in good repair
and working
order and
make repairs to and perform
maintenance
upon: (1) structural
elements of the Building;
(2) standard mechanical
(including
HVAC), electrical,
plumbing and
fire/life
safety
systems
serving
the Building
generally;
(3) Common
Areas; (4)
the roof of the
Building; (5)
exterior
windows of the Building; and
(6) elevators
serving the Building.
Landlord
shall promptly
make repairs
(taking
into account
the nature and urgency
of the repair) for which
Landlord is responsible.
If any
of the foregoing
maintenance or
repair
is necessitated
due to the acts
or omissions
of any Tenant
Party
(defined
in Article
13), Tenant
shall pay
the costs
of such repairs
or maintenance
to Landlord
within thirty
(30) days
after
receipt
of an
invoice,
together
with an
administrative
charge
in an amount
equal to
fifteen
percent
(15%) of the
cost of the repairs.


 


C.Alterations.


 


(1)When
Consent Is Required.
Tenant
shall not make
alterations,
additions or improvements
to the Premises
or install
any
Cable in
the Premises
or other portions
of the Building
(collectively,
“Alterations”)
without first
obtaining the written
consent
of Landlord
in each instance.
However, Landlord’s
consent
shall not be required
for any Alteration
that satisfies
all of the following criteria
(a “Minor Alteration”):
(a) is
of a cosmetic
nature
such as
painting,
wallpapering,
hanging
pictures
and installing
carpeting;
(b) is not visible
from outside
the Premises
or Building;
(c) will not affect
the systems
or structure of the
Building;
and (d) does
not require
work to
be performed
inside the
walls or above
the ceiling
of the Premises;
and (e)
does not cause
Landlord to incur any
cost or
expense.
Landlord
hereby
consents to the
Landlord
Work
performed
in accordance
with the Work
Letter
attached
to this Lease.


 


(2) Requirements
For All Alterations,
Including
Minor Alterations.
Prior to starting
work on any
Alteration,
Tenant
shall furnish
to Landlord
for review
and approval:
plans
and specifications;
names of proposed
contractors
(provided
that Landlord may
designate
specific contractors
with respect
to Building
systems);
copies of
contracts; necessary
permits and
approvals;
evidence
of contractors’
and subcontractors’
insurance;
and
Tenant’s
security
for performance
of the Alteration.
Changes
to the plans and specifications
must also be submitted
to Landlord for its
approval. Some
of the foregoing
requirements
may be waived
by Landlord
for the performance
of specific Minor Alterations;
provided that such
waiver is
obtained
in writing
prior to the commencement
of such Minor Alterations.
Landlord’s
waiver on one
occasion
shall not waive Landlord’s
right
to enforce
such requirements
on any
other occasion.
Alterations shall
be constructed in a
good and
workmanlike manner using materials
of a quality
that is at least equal
to the quality
designated
by Landlord
as the
minimum
standard for the Building.
Landlord
may designate
reasonable
rules, regulations
and procedures
for the performance
of Alterations
in the Building
and, to
the extent
reasonably
necessary
to avoid
disruption
to the
occupants
of the Building,
shall have
the right
to designate
the time
when Alterations
may be
performed.
Tenant
shall reimburse
Landlord
within thirty
(30) days
after
receipt
of an
invoice for
out-of-pocket
sums paid
by Landlord
for third
party
examination
of Tenant’s
plans
for Alterations.
In addition,
within
thirty (30)
days after
receipt
of an invoice
from Landlord,
Tenant shall pay
to Landlord
a fee
equal to
fifteen percent
(15%) of the total
cost of such Alterations
for Landlord’s
oversight
and coordination
of any Alterations.
No later than thirty
(30) days after
completion
of the Alterations,
Tenant shall furnish


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	11	 



    	 



    

“as-built”
plans (which
shall
not be required
for Minor
Alterations),
completion
affidavits,
full and final
waivers
of liens,
receipts
and bills
covering
all
labor and
materials.
Tenant
shall assure
that the
Alterations comply
with all insurance
requirements
and Laws.


 


(3)Landlord’s
Liability
For Alterations.
Landlord’s
approval of
an Alteration
shall not be
a representation
by Landlord
that
the Alteration
complies
with applicable
Laws
or will be adequate
for Tenant’s
use. Tenant
acknowledges
that Landlord
is not an architect
or engineer,
and that
the Alterations
will be designed
and/or constructed
using independent
architects,
engineers
and contractors.
Accordingly,
Landlord
does
not guarantee
or warrant
that the applicable
construction
documents will comply
with Laws or be free
from errors
or omissions,
or that the Alterations
will be free from
defects, and Landlord
will have
no liability
therefor.


 


10. Entry
by Landlord.
Landlord,
its agents,
contractors
and representatives
may enter
the Premises
to inspect
or show
the Premises,
to clean
and make
repairs,
alterations
or additions
to the Premises,
and to
conduct
or facilitate
repairs,
alterations
or additions
to any
portion
of the Building,
including other tenants’ premises.
Except
in emergencies
or to provide janitorial
and other Building
services
after Normal
Business
Hours, Landlord
shall provide Tenant
with reasonable
prior notice
of entry
into the
Premises,
which may
be given
orally.
Landlord shall
have
the right
to temporarily
close all
or a portion of the
Premises
to perform
repairs,
alterations
and additions,
if reasonably
necessary
for the protection
and safety
of Tenant
and its employees.
Except in emergencies,
Landlord will
not close the
Premises
if the work can
reasonably
be completed
on weekends
and after Normal Business
Hours; provided, however,
that Landlord is not required
to conduct work
on weekends or after
Normal
Business Hours if such
work can be
conducted
without closing the Premises.
Entry by Landlord
for any
such purposes
shall not constitute
a constructive
eviction or entitle
Tenant to
an abatement
or reduction
of Rent.


 


11. Assignment
and Subletting.


 


A. Landlord’s
Consent
Required.
Subject to
the remaining
provisions of
this Article
11, but notwithstanding
anything
to the
contrary
contained
elsewhere
in this Lease,
Tenant
shall not assign,
transfer or
encumber
any interest
in this
Lease
(either
absolutely
or collaterally)
or sublease or allow
any
third party
to use any
portion of the Premises
(collectively
or individually,
a “Transfer”)
without the prior written
consent of Landlord,
which consent
shall not be unreasonably
withheld. Without
limitation,
Tenant
agrees
that Landlord’s
consent
shall not be considered
unreasonably
withheld if: (1) the proposed transferee’s
financial condition
does not meet
the criteria
Landlord uses to select
Building tenants
having similar
leasehold obligations;
(2) the proposed transferee
is a governmental
organization
or present
occupant
of the Property,
or Landlord
is otherwise engaged
in lease
negotiations
with the proposed
transferee
for other premises
in the Property;
(3) any uncured
event
of default
exists
under this
Lease (or a
condition
exists
which, with the
passage
of time
or giving
of notice,
would become
an event
of default);
(4) any
portion of the Building
or Premises
would likely
become subject
to additional
or different
Laws as
a consequence
of the proposed
Transfer;
(5) the proposed
transferee’s
use of
the Premises
conflicts
with the Permitted
Use or any
exclusive
usage
rights
granted
to any
other tenant
in the
Building;
(6) the use, nature,
business, activities
or reputation in the business
community
of the proposed
transferee (or its
principals, employees
or invitees) does
not meet Landlord’s
standards
for Building tenants;
(7) either the Transfer
or any consideration
payable
to Landlord
in connection
therewith
adversely
affects
the real
estate investment
trust qualification
tests applicable
to Landlord
or its Affiliates;
or (8) the proposed
transferee
is or has
been involved
in litigation
with Landlord or
any of
its Affiliates.
Tenant
shall not be
entitled
to receive
monetary
damages
based
upon a claim
that Landlord unreasonably
withheld its consent
to a proposed
Transfer and
Tenant’s
sole remedy
shall be an
action
to enforce
any such
provision
through specific
performance
or declaratory
judgment. Any attempted
Transfer
in violation of this Article
is voidable at Landlord’s
option.


 


B.
Consent
Parameters/Requirements.
As part
of Tenant’s
request
for, and
as a condition
to, Landlord’s
consent
to a Transfer,
Tenant
shall provide
Landlord
with financial
statements for
the proposed
transferee,
a complete
copy (unexecuted)
of the proposed
assignment
or sublease and
other contractual
documents, and such other information
as Landlord
may reasonably
request. Landlord
shall then have the right (but not the
obligation)
to terminate
this Lease
as of the date
the Transfer
would have
been effective
(“Landlord
Termination
Date”)
with respect
to the portion of the
Premises
which Tenant
desires
to Transfer. In
such event,
Tenant
shall vacate
such portion of the
Premises
by the Landlord
Termination
Date and
upon Tenant’s
vacating
such portion of
the Premises,
the rent and
other charges
payable
shall be proportionately
reduced.
Consent by


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	12	 



    	 



    

Landlord
to one or
more Transfer(s)
shall not operate
as a
waiver
of Landlord’s
rights
to approve
any subsequent
Transfers.
In no
event
shall any
Transfer
or Permitted
Transfer
release
or relieve
Tenant
from any
obligation
under this
Lease,
nor shall
the acceptance
of Rent
from any
assignee,
subtenant
or occupant
constitute
a waiver
or release
of Tenant
from any
of its
obligations
or liabilities
under this Lease.
Tenant shall
pay Landlord
a review fee
of One Thousand
and No/100 Dollars ($1,000.00)
for Landlord’s
review of any
Permitted
Transfer or requested
Transfer, provided
if Landlord’s
actual reasonable
costs and
expenses
(including
reasonable
attorney’s
fees) exceed
One Thousand and
No/100 Dollars
($1,000.00),
Tenant
shall
reimburse
Landlord
for
its actual
reasonable
costs and
expenses
in lieu
of such fixed
review fee;
provided, further,
that in no
event
shall Tenant’s
reimbursement
obligations
hereunder
exceed
Two Thousand
and No/100
Dollars ($2,000.00)
for each Permitted
Transfer
or requested
Transfer.


 


C. Payment
to Landlord.
If the
aggregate
consideration
paid to a
Tenant Party
for a Transfer
exceeds
that payable
by Tenant
under
this Lease
(prorated
according
to the transferred
interest),
Tenant shall pay
Landlord fifty
percent
(50%) of such
excess
(after
deducting
therefrom
reasonable
leasing commissions
and reasonable
costs
of tenant
improvements
paid to
unaffiliated
third parties
in connection
with the Transfer,
with proof
of same
provided
to Landlord).
Tenant
shall
pay Landlord
for Landlord’s
share of
any
excess
within thirty
(30) days
after
Tenant’s
receipt
of such excess
consideration.
If any
uncured
event
of default
exists
under this
Lease
(or a condition
exists
which, with
the passage
of time
or giving
of notice,
would become
an event
of default),
Landlord
may require that
all sublease
payments
be made directly to
Landlord,
in which
case Tenant
shall receive
a credit
against
Rent in
the amount
of any
payments
received,
but not to
exceed
the amount payable
by Tenant
under this
Lease.


 


D. Change
in Control
of Tenant.
Except
for a Permitted
Transfer,
if Tenant
is a corporation,
limited
liability
company,
partnership,
or similar
entity,
and if
the entity
which
owns
or controls
a majority
of the voting
shares/rights
in Tenant
at any
time sells
or disposes
of such
majority
of voting shares/rights,
or changes
its identity
for any reason
(including
a merger,
consolidation or reorganization),
such change
of ownership
or control
shall
constitute a Transfer.
The foregoing
shall
not apply
so long as,
both before
and after
the Transfer,
Tenant
is an entity
whose outstanding
stock is listed
on a recognized
U.S. securities
exchange,
or if at
least
eighty
percent
(80%) of
its voting
stock is owned
by another entity,
the voting
stock of
which
is so listed;
provided,
however,
that Tenant shall give
Landlord
written notice
at least thirty
(30) days prior
to the effective
date of such change
in ownership or
control.


 


E.
No Consent
Required.
Tenant
may assign
its entire
interest
under this
Lease
to its Affiliate
(defined below)
or to a
successor
to Tenant
by purchase,
merger,
consolidation or reorganization
without the consent
of Landlord,
provided
that all of
the following conditions
are satisfied
in Landlord’s
reasonable discretion
(a “Permitted
Transfer”):
(1) no uncured
event
of default exists
under this Lease;
(2) Tenant’s
successor
shall own all
or substantially
all of the assets
of Tenant;
(3) such Affiliate
or successor shall
have a net
worth which
is at least
equal
to the greater of
Tenant’s
net worth
at the date
of this
Lease
or Tenant’s
net worth
as of
the day prior
to the proposed
purchase,
merger,
consolidation or
reorganization;
(4) no
portion of the
Building or
Premises
would likely
become subject
to additional or
different
Laws as
a consequence
of the proposed
Transfer;
(5) such
Affiliate’s
or successor’s
use of the Premises
shall not conflict
with the Permitted
Use or any
exclusive
usage rights
granted
to any
other tenant
in the Building;
(6) neither
the Transfer nor any
consideration
payable
to Landlord
in connection
therewith
adversely
affects
the real
estate investment trust
qualification
tests applicable
to Landlord or its
Affiliates; (7) such Affiliate
or successor
is not and
has not
been
involved in
litigation
with Landlord
or any
of Landlord’s
Affiliates; and
(8) Tenant shall give
Landlord written
notice at
least
thirty (30)
days
prior
to the effective
date
of the
proposed
Transfer,
along with
all applicable
documentation
and other information
necessary
for Landlord
to determine
that
the requirements
of this Section
11.E have been satisfied,
including if applicable,
the qualification
of such proposed
transferee
as an Affiliate
of Tenant.
The term “Affiliate”
means any
person
or entity
controlling,
controlled
by or under
common control
with Tenant
or Landlord,
as applicable.
If requested
by Landlord,
the Affiliate or successor shall sign
a commercially
reasonable
form of assumption
agreement.


 


12. Liens.
Tenant
shall not permit
mechanic’s
or other liens
to be placed
upon the Property,
Premises
or Tenant’s
interest
in the Premises
in connection
with any
work or
service
done or purportedly
done by or
for the benefit
of Tenant. If a lien
is so placed, Tenant
shall, within ten (10) days
of notice from Landlord
of the filing
of the lien, fully
discharge
the lien by settling
the claim which
resulted
in the lien
or by bonding or insuring over
the lien
in the manner prescribed
by the


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	13	 



    	 



    

applicable
lien
Law. If
Tenant
fails
to discharge
the lien,
then, in addition
to any
other
right
or remedy of
Landlord,
Landlord
may bond or
insure over
the lien
or otherwise
discharge
the lien.
Tenant shall, within
thirty (30) days
after
receipt of an
invoice from
Landlord,
reimburse Landlord
for any amount
paid by Landlord, including
reasonable
attorneys’
fees, to bond
or insure over
the lien
or discharge
the lien.


 


13. Indemnity.
Subject
to Article
15 Tenant
shall hold Landlord,
its trustees,
Affiliates, subsidiaries,
members, principals,
beneficiaries,
partners, officers,
directors, shareholders,
employees,
Mortgagee(s)
(defined
in Article
25) and
agents
(including
the manager
of the
Property)
(collectively,
“Landlord Parties”)
harmless
from, and
indemnify
and defend
such parties
against,
all liabilities,
obligations,
damages, penalties,
claims, actions,
costs, charges
and expenses,
including reasonable
attorneys’
fees and other professional
fees that may
be imposed upon, incurred
by or asserted
against any
of such
indemnified parties (each
a “Claim”
and collectively
“Claims”)
that arise out of or in connection
with any damage
or injury occurring
in the Premises.
Provided Landlord
Parties are
properly
named as additional
insureds in
the policies
required
to be carried
under this
Lease,
and except
as otherwise
expressly
provided in
this Lease,
the indemnity
set forth
in the preceding
sentence
shall be
limited
to the greater
of (A)
Five
Million and
No/100 Dollars ($5,000,000.00)
or (B) the
aggregate
amount of
general/umbrella
liability
insurance
actually
carried
by Tenant.
Subject to
Articles 9.B,
15 and 20, Landlord
shall hold Tenant,
its trustees,
members, principals,
beneficiaries,
partners,
officers,
directors,
shareholders,
employees
and agents
(collectively,
“Tenant
Parties”)
harmless
from, and
indemnify and
defend
such
parties against,
all Claims that
arise out of or
in connection
with any damage
or injury
occurring
in or on
the Property (excluding
the Premises),
to the same
extent
the Tenant
Parties
would have
been covered
had they
been named
as additional
insureds on
the commercial
general
liability
insurance policy
required
to be carried
by Landlord
under
this Lease.
The indemnity
set forth
in the preceding
sentence
shall be limited
to the amount of Five
Million and No/100 Dollars
($5,000,000.00).


 


14. Insurance.


 


A. Tenant’s
Insurance.
Tenant
shall maintain the
following insurance
(“Tenant’s
Insurance”),
at its
sole cost
and expense:
(1) commercial
general
liability
insurance
applicable
to the Premises
and its
appurtenances
providing,
on an
occurrence
basis,
a per
occurrence
limit
of no less than One Million and
No/100 Dollars ($1,000,000.00);
(2) causes
of loss-special
form
(formerly
“all risk”) property
insurance,
including flood and earthquake,
covering
all above
building standard leasehold
improvements
and Tenant’s
trade fixtures,
equipment,
furniture
and other
personal
property within
the Premises
(“Tenant’s
Property”) in
the amount of the
full replacement
cost thereof;
(3) business income
(formerly
“business
interruption”)
insurance
written on an
actual loss sustained
form or with sufficient
limits to address
reasonably
anticipated
business interruption
losses; (4) business
automobile
liability
insurance to cover
all owned, hired
and nonowned automobiles
owned or operated
by Tenant
providing
a minimum
combined
single
limit
of One Million and
No/100 Dollars
($1,000,000.00);
(5) workers’
compensation
insurance
as required
by the state in which the
Premises
is located and
in amounts as may be
required by
applicable
statute (provided, however,
if no workers’ compensation
insurance
is statutorily
required,
Tenant
shall
carry workers’
compensation
insurance in a minimum
amount of Five Hundred
Thousand and No/100


Dollars
($500,000.00));
(6) employer’s
liability
insurance
in an
amount of
at least
Five
Hundred Thousand
and No/100
Dollars
($500,000.00) per
occurrence;
and (7)
umbrella
liability
insurance
that follows form
in excess
of the limits
specified in
(1), (4) and
(6) above,
of no less
than Four Million
and No/100
Dollars
($4,000,000.00)
per occurrence
and in
the aggregate.
Any company
underwriting
any
of Tenant’s
Insurance
shall have,
according
to A.M.
Best Insurance
Guide,
a Best’s
rating of not less than
A- and a Financial
Size Category
of not less than VIII.
All commercial
general
liability,
business automobile
liability
and umbrella
liability
insurance
policies
shall name Landlord
(or any successor),
Landlord’s
property
manager,
Landlord’s
Mortgagee
(if any),
and their
respective
members, principals,
beneficiaries,
partners,
officers,
directors, employees,
and agents,
and other designees
of Landlord
as the
interest
of such designees
shall appear,
as “additional
insureds” and
shall be primary
with Landlord’s
policy being
secondary
and noncontributory.
If any
aggregate
limit is
reduced because
of losses paid to below seventy-five
percent
(75%) of the
limit required
by this Lease,
Tenant
will notify
Landlord
in writing
within ten
(10) days
of the date
of reduction.
All policies
of Tenant’s
Insurance
shall contain
endorsements
that the insurer(s)
shall give Landlord
and its
designees
at least
thirty
(30) days’
advance
written notice
of any
change,
cancellation,
termination
or lapse of insurance.
Tenant shall provide
Landlord
with a certificate
of insurance and
all required
endorsements evidencing
Tenant’s
Insurance
prior to the earlier
to occur
of the Commencement
Date or
the date
Tenant
is provided
access
to the Premises
for any
reason,


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	14	 



    	 



    

and
upon renewals
at least
ten (10) days
prior
to the expiration
of the insurance
coverage.
All of Tenant’s
Insurance
policies,
endorsements
and
certificates
will
be on
forms
and
with
deductibles
and self-insured
retention,
if any,
reasonably
acceptable
to Landlord. The limits
of Tenant’s
insurance shall not limit
Tenant’s
liability
under this Lease.


 


B.
Landlord’s
Insurance.
Landlord
shall maintain: (1)
commercial
general
liability
insurance
applicable
to the
Property
which
provides,
on an
occurrence
basis,
a minimum
combined
single limit
of no less than
Five Million
and No/100 Dollars
($5,000,000.00) (coverage
in excess
of One Million
and No/100 Dollars
($1,000,000.00) may
be provided
by way of an
umbrella/excess
liability
policy); and (2) causes
of loss-special
form (formerly
“all risk”)
property
insurance
on the Building in
the amount of the replacement
cost thereof,
as reasonably
estimated
by Landlord.
The foregoing
insurance
and any
other insurance
carried
by Landlord
may be effected
by a policy
or policies
of blanket insurance
and shall be for the
sole benefit
of Landlord
and under
Landlord’s
sole control. Consequently,
Tenant shall have
no right or claim to any
proceeds
thereof or
any other rights
thereunder.


 


15. Mutual
Waiver of Subrogation.
Notwithstanding
anything
in this Lease
to the contrary,
Tenant
waives, and
shall cause
its insurance
carrier(s)
and any
other party
claiming through
or under
such carrier(s),
by way
of subrogation
or otherwise, to waive
any
and all rights
of recovery,
Claim, action or causes
of action
against
all Landlord
Parties
for any
loss or damage
to Tenant’s
business, any
loss of use of the Premises,
and any
loss, theft
or damage
to Tenant’s
Property
(including
Tenant’s
automobiles
or the
contents thereof),
INCLUDING ALL RIGHTS (BY WAY OF SUBROGATION OR OTHERWISE) OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION ARISING OUT
OF THE NEGLIGENCE OF ANY LANDLORD PARTY, which
loss or damage
is (or would have been,
had the insurance
required
by this
Lease
been maintained)
covered
by insurance.
In addition,
Landlord
shall
cause its insurance
carrier(s)
and any
other party
claiming
through or under
such carrier(s),
by way
of subrogation
or otherwise,
to waive any
and all
rights of recovery,
Claim, action
or causes
of action
against
all Tenant
Parties
for any
loss ofor
damage
to or loss
of use
of the Building,
any additions
or improvements
to the Building,
or any contents
thereof, INCLUDING ALL RIGHTS
(BY WAY OF SUBROGATION OR OTHERWISE) OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION ARISING OUT OF THE NEGLIGENCE OF ANY TENANT
PARTY, which
loss or
damage
is (or
would
have
been, had the insurance
required
by this
Lease
been maintained)
covered
by insurance.


 


16. Casualty Damage.


 


A. Repair
or Termination
by Landlord.
If all
or any
part
of the
Premises
are
damaged
by fire or other casualty,
Tenant shall immediately
notify Landlord
in writing.
Landlord shall
have the right
to terminate this
Lease if: (1) the Building
shall be damaged
so that, in Landlord’s
judgment, substantial
alteration
or reconstruction
of the Building
shall be required
(whether
or not the Premises
have been
damaged);
(2) Landlord
is not permitted
by Law
to rebuild
the Building
in substantially
the same form
as existed
before the
fire or casualty;
(3) the Premises
have been
materially
damaged
and there
is less than two (2) years of the
Term remaining
on the date of the casualty;
(4) any
Mortgagee
requires
that the
insurance
proceeds be applied
to the payment
of the mortgage
debt; or
(5) an uninsured
loss of the Building
occurs notwithstanding
Landlord’s
compliance
with Section 14.B above.
Landlord may exercise
its right
to terminate
this Lease
by notifying
Tenant in writing
within ninety (90)
days after
the date
of the casualty.
If Landlord
does not terminate
this Lease
under this Section
16.A, Landlord
shall commence
and proceed
with reasonable
diligence
to repair
and restore
the Building and/or
the Premises
to substantially
the same condition
as existed
immediately
prior to the
date of
damage;
provided,
however,
that Landlord
shall
only be
required
to reconstruct
building standard
leasehold
improvements
existing
in the
Premises
as of the
date
of damage, and
Tenant shall
be required
to pay the cost for
restoring
any other leasehold
improvements.
However,
in no event
shall Landlord
be required
to spend more than
the insurance
proceeds received
by Landlord.


 


B.
Timing
for Repair;
Termination
by Either
Party.
If all
or any
portion of the Premises
is damaged
as a
result of
fire or
other casualty,
Landlord
shall,
with reasonable
promptness,
cause an
architect
or general
contractor
selected
by Landlord
to provide Landlord
and Tenant
with a written
estimate
of the amount
of time
required to substantially
complete
the repair
and restoration
of the Premises,
using standard working
methods (“Completion
Estimate”).
If the Completion
Estimate indicates
that the
Premises
cannot be
made tenantable within
two hundred-seventy
(270) days
from the date of
damage, then regardless
of anything in Section
16.A above
to the contrary,
either
party shall
have the right to terminate
this Lease
by giving written
notice to the other of such


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	15	 



    	 



    

election
within ten
(10) days
after receipt
of the Completion
Estimate.
Tenant,
however,
shall
not have the
right
to terminate
this Lease
if the fire
or casualty
was caused
by the
negligence
or intentional
misconduct
of any of the Tenant
Parties.
If neither
party terminates
this Lease
under this
Section 16.B,
then Landlord
shall repair and
restore the Premises
in accordance
with, and subject
to the limitations
of, Section 16.A.


 


C. Abatement.
In the
event
a material
portion of the
Premises
is damaged
as a
result
of a fire
or other casualty,
the Base
Rent shall
abate
for the
portion of the
Premises
that is damaged
and not usable
by Tenant
until substantial
completion
of the
repairs
and restoration
required
to be
made by Landlord
pursuant to Section
16.A. Tenant, however,
shall not be entitled
to such abatement
if the fire or other casualty
was caused by
the negligence
or intentional
misconduct
of any of the Tenant
Parties. Landlord
shall not be liable
for any
loss or damage
to Tenant’s
Property
or to the business
of Tenant resulting
in any way from
the fire or other casualty
or from the repair
and restoration
of the damage.
Landlord
and Tenant
hereby
waive the
provisions
of any
Law
relating to the matters
addressed
in this
Article,
and agree
that their respective
rights for damage
to or destruction
of the Premises
shall be those specifically
provided in this
Lease.


 


17. Condemnation.
Either party
may
terminate
this Lease
if the whole
or any
material
part of the
Premises
are taken
or condemned
for any public
or quasi-public
use under Law,
by eminent
domain or private purchase
in lieu thereof
(a “Taking”).
Landlord shall also
have the right
to terminate
this Lease
if there
is a Taking
of any portion
of the Building
or Property
which would leave
the remainder of the
Building unsuitable for use as
an office
building in a manner
comparable
to the Building’s
use prior
to the Taking.
In order
to exercise
its right to terminate
this Lease
under this Article
17, Landlord
or Tenant,
as the case
may be,
must provide
written notice
of termination
to the other within forty-five
(45) days after
the terminating
party first
receives
notice of the
Taking.
Any such termination
shall
be effective
as of
the date the
physical
taking of
the Premises
or the portion of the Building
or Property
occurs. If
this Lease
is not terminated,
the Rentable Square
Footage
of the Building,
the Rentable Square
Footage
of the Premises
and Tenant’s
Pro Rata
Share shall, if applicable,
be appropriately
adjusted
by Landlord. In
addition,
Base Rent
for any portion
of the Premises
taken or
condemned
shall be abated
during the unexpired
Term
effective
when the physical
taking
of the portion
of the Premises
occurs. All compensation
awarded
for a Taking,
or sale proceeds,
shall be the property
of Landlord,
any right
to receive
compensation
or proceeds
being
expressly
waived by Tenant.
However, Tenant
may file a separate
claim at its
sole cost and
expense
for Tenant’s
Property (excluding
above building
standard
leasehold
improvements)
and Tenant’s
reasonable
relocation
expenses,
provided the filing of such claim does
not diminish the
award which
would otherwise be
receivable
by Landlord.


 


18. Events
of Default.
Tenant
shall be considered
to be in
default
under this
Lease upon
the occurrence
of any
of the following
events
of default:


 


A.Tenant’s
failure
to pay
when
due all
or any
portion
of the
Rent
(“Monetary
Default”).


 


B.Tenant’s
failure
to perform
any
of the obligations
of Tenant
in the
manner
set
forth
in Articles
14, 23, 24, 25 or 32
(a “Time
Sensitive
Default”).


 


C. Tenant’s
failure
(other than
a Monetary
Default
or a Time
Sensitive
Default)
to comply
with any
term, provision
or covenant
of this
Lease,
if the failure
is not cured
within ten
(10) days
after
written notice
to Tenant.
However,
if Tenant’s
failure
to comply
cannot
reasonably
be cured within
ten (10) days,
Tenant
shall be allowed
additional time
(not to exceed
an additional
ten (10) days) as
is reasonably
necessary
to cure
the failure
so long as: (1) Tenant
commences
to cure
the failure
within the
ten (10)
day period
following Landlord’s
initial
written
notice,
and (2)
Tenant diligently
pursues a course of action
that will cure the failure
and bring
Tenant back
into compliance
with this Lease.
However,
if Tenant’s
failure
to comply
creates
a hazardous
condition,
the failure
must be cured
immediately upon
notice
to Tenant.
In addition,
if Landlord provides
Tenant
with notice of Tenant’s
failure
to comply with the same
specific term, provision
or covenant
of this
Lease on more than two (2) occasions
during any
twelve (12) month
period, Tenant’s
subsequent
violation of the same
term, provision
or covenant
shall, at Landlord’s
option, be deemed an
incurable
event of default
by Tenant.


 


D. Tenant
or any
guarantor
of this
Lease
becomes
insolvent,
files a petition
for protection
under the
U.S. Bankruptcy
Code (or similar
Law)
or a petition
is filed against
Tenant
or any
guarantor
under such Laws
and is not dismissed
within forty-five
(45) days
after
the date
of such


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	16	 



    	 



    

filing,
makes a
transfer
in fraud
of creditors
or makes
an assignment
for the benefit
of creditors,
or admits in
writing
its inability
to pay its
debts when
due.


 


E.The
leasehold
estate is taken
by process
or operation
of Law.


 


F.
In the
case of
any
ground
floor or retail
tenant, or
any other
tenant whose
space is
visible from
the Common
Areas or
elevator
lobby areas
of the Building,
Tenant
does not
take possession of, or abandons
or vacates
all or a substantial portion
of the Premises.


 


G.
Tenant
is in default
beyond
any
notice
and cure
period under
any
other lease
or agreement
with Landlord,
including any
lease
or agreement
for parking.


 


19.Remedies.


 


A. Landlord’s
Remedies.
Upon any
default,
Landlord
shall have
the right
without notice
or demand
(except
as provided
in Article
18) to pursue
any of
its rights
and remedies
at Law
or in equity, including
any
one or more
of the following
remedies:


 


(1)Terminate
this Lease;


 


(2) Re-enter
the Premises,
change
locks, alter
security
devices
and lock
out Tenant
or terminate
Tenant’s
right of
possession of the
Premises
without terminating
this Lease,
and without
complying
with applicable Law,
the benefits
of which are
waived by Tenant
to the fullest
extent permitted
by applicable
Law;


 


(3) Remove
and store,
at Tenant’s
expense,
all the
property
in the
Premises
using such lawful
force
as may
be necessary;


 


(4) Cure
such event
of default
for Tenant
at Tenant’s
expense
(plus a fifteen
percent
(15%) administrative
fee);


 


(5) Withhold
or suspend
payment
of sums
Landlord
would
otherwise
be obligated
to pay to Tenant
under this
Lease
or any
other agreement;


 


(6) Require
all future
payments
to be made
by cashier’s
check,
money order
or wire transfer
after
the first
time any
check
is returned
for insufficient
funds, or the
second time
any sum due
hereunder
is more than five
(5) days
late;


 


(7)Apply
any
Security
Deposit
as permitted
under this Lease;
and/or


 


(8) Recover
such
other amounts
in addition
to or in
lieu
of the foregoing
as may
be permitted
from time
to time
by applicable
Law, including
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 events
would be
likely
to result therefrom.


 


B.Measure
of Damages.


 


(1)Calculation.
If Landlord
either
terminates
this Lease
or terminates
Tenant’s
right to
possession of the
Premises,
Tenant
shall immediately
surrender
and vacate
the Premises
and pay
Landlord
on demand: (a)
all Rent
accrued
through the end
of the month
in which
the termination
becomes effective;
(b) interest
on all
unpaid Rent
from the
date due
at a
rate equal
to the
lesser of
eighteen
percent
(18%) per
annum or
the highest
interest
rate permitted
by applicable
Law; (c) all
expenses
reasonably
incurred
by Landlord in enforcing
its rights
and
remedies
under this Lease,
including all reasonable
legal
expenses;
(d) Costs of Reletting
(defined below);
and (e) all Landlord’s
Rental Damages
(defined
below). In
the event that
Landlord relets
the Premises
for an amount greater
than the Rent due during
the Term,
Tenant
shall not receive
a credit for any
such excess.


 


(2) Definitions.
“Costs
of Reletting”
shall
include
commercially
reasonable
costs,
losses and
expenses
incurred
by Landlord
in reletting
all or
any portion
of the Premises
including, without limitation,
the cost
of removing
and storing Tenant’s
furniture,
trade
fixtures,
equipment,
inventory or other property,
repairing
and/or demolishing
the Premises,
removing and/or
replacing


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	17	 



    	 



    

Tenant’s
signage
and other
fixtures,
making the
Premises
ready
for a new
tenant,
including the cost
of advertising,
commissions,
architectural
fees, legal
fees and
leasehold
improvements,
and any
allowances
and/or
concessions
provided
by Landlord.
“Landlord’s
Rental
Damages”
shall
mean
the total
Rent which
Landlord
would have received
under this
Lease
(had Tenant
made all such Lease
payments
as required)
for the remainder
of the Term minus
the fair rental value
of the Premises
for the same
period, or,
if the
Premises
are relet,
the actual rental
value (not
to exceed
the Rent
due during the Term),
both discounted to
present
value at
the Prime
Rate (defined
below) in
effect
upon the date of determination.
For purposes
hereof,
the “Prime
Rate”
shall
be the
per
annum
interest
rate publicly
announced
by a federally
insured bank
selected
by Landlord
in the state in which
the Building is
located
as such
bank’s
prime
or base
rate. For
purposes
of determining
the fair
rental
value of the
Premises,
the parties hereby
agree
that
all reasonable
and relevant
factors
shall
be considered
as of
the time Landlord
seeks to
enforce
such remedy,
including, but not limited
to, (a) the length
of time
remaining
in the Term,
(b) the
then-current
market
conditions in the
general
area
in which
the Building
is located, (c)
the likelihood
of reletting
the Premises
for a period
of time equal
to the remainder
of the Term,
(d) the net
effective
rental rates
then being obtained
for space of
similar
type and
size in similar
type buildings
in the general
area in which
the Building
is located,
(e) the vacancy
levels in comparable
quality
developments
in the general
area in which
the Building
is located, (f)
the anticipated
duration
of the
period the
Premises
will be unoccupied
prior to
reletting,
(g) the anticipated
cost of reletting,
and (h)
the current
levels
of new construction
that will be completed
during the remainder
of the Term
and the degree
to which
such new
construction
will likely
affect
vacancy
rates
and rental
rates in comparable
quality
developments
in the
general
area
in which the Building
is located. Such
payment shall not be deemed a penalty
but shall be and constitute
Landlord’s
liquidated
damages,
Landlord
and Tenant
acknowledge
and agree
that
it is difficult to determine
the actual damages
Landlord would suffer
from Tenant’s
default and
that the agreed upon liquidated
damages
are a
reasonable
estimate
of actual damages.


 


(3) Landlord’s
Alternative
Calculation.
Because
future market
rental
rates, and
the costs
or time
involved
in reletting
may be uncertain
and difficult
to determine
at the
time of Tenant’s
default,
the parties
agree
that Landlord
may in
its sole
discretion elect
to recover,
in lieu
of calculating
damages
under Section
19.B(1)(d) and
(e) above
(but without limiting
damages
under Section
19.B(1)(a) and
(b) above),
the sum of (a)
the unamortized
portion of all
costs,
losses
and expenses
incurred
by Landlord
as a result
of entering
into the
Lease,
and (b)
twenty-five
percent
(25%) of
the total
nominal
Rent which
Landlord would
have received
under this
Lease
(had
Tenant made all
such Rent
payments
as required)
for the
remainder of
the Term,
which
the parties agree
is a fair and
reasonable
estimate
of Landlord’s
Rental
Damages
and the
Costs of Reletting.


 


C.
Tenant
Not Relieved
from
Liabilities.
Unless expressly
provided
in this
Lease,
the repossession
or re-entering
of all
or any
part of
the Premises
shall not relieve
Tenant
of its
liabilities
and obligations
under this
Lease.
In addition,
Tenant
shall not be
relieved
of its
liabilities
under this
Lease,
nor be entitled
to any damages
hereunder,
based upon minor
or immaterial
errors
in the exercise
of Landlord’s
remedies. No right or remedy
of Landlord
shall be exclusive
of any other
right or
remedy.
Each right
and remedy
shall be cumulative
and in
addition
to any
other right
and remedy
now or subsequently
available
to Landlord
at Law
or in equity. If
Tenant fails
to pay any amount
when due hereunder
(after the expiration
of any applicable
cure period),
Landlord shall
be entitled
to receive
interest
on any unpaid
item of Rent
from the date initially
due (without regard
to any
applicable
grace
period)
at a rate
equal to the lesser
of eighteen
percent
(18%) per
annum or the highest
rate permitted
by Law. In
addition, if Tenant
fails to pay
any item
or installment
of Rent when due (after
the expiration
of any applicable
cure period),
Tenant shall
pay Landlord
an administrative
fee equal
to five percent
(5%)
of the
past due
Rent. However,
in no event
shall the charges
permitted
under this Section
19.C or elsewhere
in this Lease,
to the extent
they are
considered
interest under
applicable
Law, exceed
the maximum lawful
rate of interest.
If any payment
by Tenant
of an amount deemed
to be interest
results in Tenant
having
paid any
interest
in excess
of that permitted
by Law,
then it is
the express
intent
of Landlord
and Tenant
that all
such excess
amounts
theretofore
collected
by Landlord
be credited
against
the other
amounts
owing by Tenant
under this Lease.
Receipt by Landlord
of Tenant’s
keys to the Premises
shall not constitute an
acceptance
or surrender
of the Premises.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE TO THE CONTRARY, TENANT SHALL HOLD LANDLORD PARTIES HARMLESS FROM AND
INDEMNIFY AND DEFEND SUCH PARTIES AGAINST, ALL CLAIMS THAT ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS LEASE, SPECIFICALLY
INCLUDING ANY VIOLATION OF APPLICABLE LAWS OR CONTAMINATION (DEFINED IN ARTICLE 30) CAUSED BY A TENANT PARTY.


 


 


 


 




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D. Landlord’s
Lien. To secure
Tenant’s
obligations
under this
Lease,
Tenant
grants Landlord
a contractual
security
interest
on all
of Tenant’s
inventory,
goods, consumer
goods and
equipment
now or hereafter
situated
in the Premises
and all
proceeds
therefrom,
including
insurance
proceeds
(collectively,
“Collateral”).
No Collateral
shall be removed
from
the Premises
without Landlord’s
prior written
consent
until all
of Tenant’s
obligations
are fully
satisfied
(except
in the ordinary
course
of business
and then
only if replaced
with items
of same
or greater
value
and quality).
Upon any
event
of default,
Landlord
may,
to the fullest
extent
permitted
by Law
and in addition
to any
other remedies
provided herein,
enter
upon the Premises
and take possession of any
Collateral
without being
held liable
for trespass
or conversion, and
sell the same
at public
or private
sale, after
giving
Tenant
at least
ten (10) days
written
notice
(or more if required
by Law)
of the time
and place
of such
sale. Such
notice
may be
sent
with
or without return
receipt
requested. Unless
prohibited by
Law, any
Landlord
Party
may purchase
any Collateral
at such sale. Subject
to applicable
Law,
the proceeds
from such
sale,
less Landlord’s
expenses,
including reasonable
attorneys’
fees and
other expenses,
shall be credited
against Tenant’s
obligations.
Any surplus
shall
be paid
to Tenant
(or as
otherwise
required
by Law)
and any
deficiency
shall be paid
by Tenant
to Landlord
upon demand. Tenant
hereby
authorizes
Landlord
to file a financing
statement sufficient
to perfect
the foregoing
security
interest,
or to file a copy
of this Lease
as a financing
statement, as
permitted
under Law.


 


20. LIMITATION
OF LIABILITY. NOTWITHSTANDING
ANYTHING
TO THE CONTRARY
CONTAINED
IN THIS
LEASE,
THE LIABILITY
OF LANDLORD
(AND
OF ANY SUCCESSOR
LANDLORD)
TO TENANT
(OR ANY
PERSON OR
ENTITY
CLAIMING
BY, THROUGH OR UNDER TENANT)
SHALL
BE LIMITED
TO THE
INTEREST
OF LANDLORD
IN THE PROPERTY.
TENANT SHALL
LOOK
SOLELY
TO LANDLORD’S
INTEREST
IN THE PROPERTY
FOR THE RECOVERY
OF ANY JUDGMENT
OR AWARD
AGAINST
LANDLORD.
NO LANDLORD
PARTY SHALL
BE PERSONALLY
LIABLE
FOR ANY
JUDGMENT
OR DEFICIENCY.
BEFORE
FILING
SUIT FOR
AN ALLEGED
DEFAULT
BY LANDLORD,
TENANT
SHALL
GIVE
LANDLORD
AND THE
MORTGAGEE(S)
(DEFINED
IN ARTICLE
25) WHOM
TENANT
HAS BEEN
NOTIFIED
IN WRITING
HOLD
MORTGAGES (DEFINED
IN ARTICLE
25)
ON THE PROPERTY,
BUILDING
OR PREMISES,
NOTICE
AND REASONABLE TIME
TO CURE THE ALLEGED
DEFAULT.
TENANT HEREBY
WAIVES
ALL
CLAIMS
AGAINST
ALL LANDLORD
PARTIES
FOR CONSEQUENTIAL,
SPECIAL OR
PUNITIVE
DAMAGES ALLEGEDLY
SUFFERED
BY ANY
TENANT
PARTIES,
INCLUDING
LOST PROFITS
AND BUSINESS
INTERRUPTION.


 


21.No
Waiver. Neither
party’s
failure
to declare
a default
immediately
upon its
occurrence
or delay
in taking action
for a default
shall constitute a waiver
of the default,
nor shall it constitute
an estoppel.
Neither
party’s
failure
to enforce
its rights
for a default shall
constitute
a waiver of that party’s
rights regarding
any subsequent
default.


 


22. Tenant’s
Right to
Possession.
Provided
Tenant
pays
the Rent
and fully
performs
all of
its other covenants
and agreements
under this
Lease,
Tenant
shall have
the right
to occupy
the Premises
without hindrance
from Landlord
or any
person lawfully
claiming
through
Landlord, subject
to the terms of this
Lease,
all Mortgages,
insurance
requirements
and applicable
Law. This covenant
and all
other covenants
of Landlord
shall be binding
upon Landlord
and its
successors
only during its
or their respective
periods of
ownership of the
Building,
and shall
not be a personal
covenant
of any Landlord
Parties.


 


23. Relocation.
Landlord
may,
upon sixty
(60) days
notice
to Tenant,
relocate
the Premises
to any other
premises
within the
Property
(“Relocated
Premises”)
on a date
of relocation
(the “Relocation
Date”)
specified
therein. The Relocated
Premises
shall in all respects
be substantially
the same or better,
as reasonably
determined
by Landlord,
in area,
finish, and
appropriateness
for the
Permitted
Use. In
such event,
all reasonable
expenses
of moving Tenant
and decorating
the Relocated Premises
with substantially
the same
leasehold
improvements
shall be at
the expense
of Landlord,
including the physical
move, relocating
Tenant’s
existing
telephone equipment
and other
costs set forth
below. All moving
costs (including
the cost to relocate
phones, computers
and other systems
of similar
nature),
all costs
of reprinting
stationery,
cards and
other printed
material
bearing
Tenant’s
address
at the Premises
if such address
changes
due to the relocation
(but only the quantity
existing
immediately
prior to the
relocation) and
all other
out-of-pocket
costs directly
incurred by
Tenant
in connection
with relocation
to the Relocated
Premises,
including
reasonable
decorating
and design
costs, shall be paid
by Landlord
within thirty
(30) days
after receipt
of third-party
invoices therefor.
From the
Relocation
Date through
the Expiration
Date, the
aggregate
Base
Rent for
the


 


 


 




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Relocated
Premises
shall be the same as
for the original
Premises.
Tenant’s
failure
to vacate the Premises
and move
into the Relocated
Premises
on the Relocation
Date shall
constitute
a Time Sensitive
Default.


 


24.Holding
Over. Except
for any
permitted
occupancy
by Tenant
under Article
29, if
Tenant or
any
party
claiming
by,
through or under
Tenant fails
to surrender
the Premises
at the expiration
or earlier termination
of this Lease,
the continued
occupancy
of the Premises
shall be that of a tenancy
at sufferance.
Tenant shall pay
an amount (on a per
month basis
without reduction for
partial months
during the holdover)
equal,
for the initial
two (2) months
of such holdover, to one hundred
fifty percent
(150%)
of, and thereafter
to two hundred percent
(200%) of, the greater
of: (A) the sum of
the Base
Rent and Tenant’s
Pro Rata
Share of
Excess Operating
Expenses
due for the
period immediately
preceding
the holdover;
or (B)
the fair
market gross
rental
for the
Premises.
Tenant shall
otherwise continue
to be subject
to all of Tenant’s
obligations
under this
Lease.
No holdover by
Tenant
or payment
by Tenant
after
the expiration
or early
termination
of this Lease
shall
be construed to
extend
the Term
or prevent
Landlord
from immediate
recovery
of possession of
the Premises
by summary
proceedings
or otherwise. In
addition to
the payment
of the amounts provided
above,
if Landlord
is unable
to deliver
possession of the Premises
to a new
tenant, or
to perform
improvements
for a new tenant,
as a result
of Tenant’s
holdover and Tenant
fails to
vacate the Premises
within fifteen
(15) days
after
Landlord
notifies
Tenant of
Landlord’s
inability to deliver
possession, or perform
improvements,
such failure shall
constitute
a Time Sensitive
Default hereunder;
and notwithstanding
any
other provision
of this Lease
to the contrary,
TENANT SHALL BE LIABLE TO LANDLORD FOR, AND SHALL PROTECT LANDLORD FROM
AND INDEMNIFY AND DEFEND LANDLORD AGAINST, ALL LOSSES AND DAMAGES, INCLUDING ANY CLAIMS MADE BY ANY SUCCEEDING TENANT RESULTING
FROM SUCH FAILURE TO VACATE, AND ANY CONSEQUENTIAL DAMAGES THAT LANDLORD SUFFERS FROM THE HOLDOVER.


 


25. Subordination
to Mortgages;
Estoppel
Certificate.
Tenant
accepts
this Lease
subject
and subordinate
to any
mortgage(s),
deed(s)
of trust, ground
lease(s)
or other
lien(s)
now or
subsequently
affecting
the Premises,
the Building
or the
Property,
and
to renewals,
modifications,
refinancings
and extensions
thereof (collectively,
a “Mortgage”).
The party having
the benefit
of a
Mortgage
shall
be referred
to as a
“Mortgagee.”
This clause
shall be self-operative,
but upon
request
from a Mortgagee,
Tenant
shall execute
a commercially
reasonable
subordination
agreement
in favor
of the
Mortgagee.
In lieu
of having the
Mortgage
be superior
to this Lease,
a Mortgagee
shall
have the right
at any
time to
subordinate its
Mortgage
to this
Lease.
If requested
by a successor-in-interest
to all
or a part
of Landlord’s
interest
in this
Lease,
Tenant
shall, without
charge,
attorn
to the
successor-
in-interest.
Tenant
shall, within five (5) days after
receipt of a written
request from
Landlord, execute
and deliver
an estoppel
certificate to
those parties as
are reasonably
requested
by Landlord
(including
a Mortgagee
or prospective
purchaser).
The estoppel
certificate
shall
include
a statement
certifying that this
Lease
is unmodified (except
as identified in the
estoppel certificate)
and in full force and
effect,
describing
the dates to which
Rent and
other charges
have been
paid, representing
that, to the best of Tenant’s
knowledge,
there is no default
(or stating with specificity the
nature of the alleged
default)
and certifying
other matters
with respect
to this Lease
that may reasonably
be requested.
Tenant’s
failure to provide
any estoppel
certificate within
the five (5) day period specified
above,
and the
continuation
of such failure
for a period
of five (5)
days after
Landlord delivers
a second
written
notice
requesting
same, shall
constitute
a Time
Sensitive
Default
under
this Lease.


 


26. Attorneys’
Fees. If
either
party
institutes
a suit against
the other for
violation
of or to enforce
any
covenant
or condition
of this Lease,
or if either
party
intervenes
in any
suit in which
the other is a party
to enforce
or protect its
interest
or rights, the prevailing
party shall be entitled
to all of its
costs and expenses,
including
reasonable
attorneys’
fees.


 


27. Notice.
If a
demand, request,
approval,
consent
or notice
(collectively,
a “notice”)
shall or may
be given
to either
party
by the
other, the
notice
shall be in
writing and
delivered
by hand
or sent by
registered
or certified
mail with return
receipt
requested, or
sent by
overnight
or same
day courier
service,
or sent
by facsimile,
at the party’s
respective
Notice Address(es)
set forth
in Article 1, except
that if Tenant has
vacated the Premises
(or if the Notice Address for Tenant
is other than the Premises,
and Tenant
has vacated
such
address)
without providing
Landlord a
new Notice Address,
Landlord
may serve notice
in any
manner
described
in this
Article
or in any
other manner permitted
by Law.
Each
notice
shall be
deemed to
have been
received
or given
on the earlier
to occur
of actual
delivery
(which, in
the case
of delivery
by facsimile,
shall be deemed
to occur
at the time
of delivery
indicated on the electronic
confirmation of the facsimile)
or the date on which delivery
is first


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	20	 



    	 



    

refused,
or, if Tenant
has vacated
the Premises
or the other Notice
Address
of Tenant
without providing
a new Notice
Address, three
(3) days
after notice
is deposited in
the U.S.
mail or with
a courier
service
in the manner
described
above. Either
party may,
at any
time, change
its Notice Address
by giving
the other party
written
notice of the
new address
in the manner
described
in this Article.


 


28. Reserved
Rights. This Lease
does
not grant
any
rights to
light
or air
over
or about
the Building.
Landlord
excepts
and reserves
exclusively
to itself
the use of: (A)
roofs, (B) telephone,
electrical
and janitorial
closets, (C) equipment
rooms, Building
risers or similar
areas that
are used by Landlord
for the provision of Building
services,
(D) rights
to the land and improvements
below the floor of the Premises,
(E) the improvements
and air
rights above
the Premises,
(F) the improvements
and air
rights outside the demising
walls
of the Premises,
(G) the areas
within the Premises
used for the installation of utility
lines and
other installations
serving
occupants
of the Building,
and (H)
any other
areas
designated
from time
to time
by Landlord
as service
areas
of the Building.
Tenant
shall not have the right
to install or operate
any equipment
producing radio
frequencies,
electrical
or electromagnetic
output or other signals,
noise or emissions
in or from the Building
without the prior written
consent
of Landlord.
To the extent
permitted
by applicable
Law, Landlord
reserves
the right to restrict and control
the use of such equipment.
Landlord has
the right to change
the Building’s
name or address.
Landlord
also has the right
to make such other
changes
to the Property
and Building
as Landlord
deems appropriate,
provided the changes
do not materially
affect
Tenant’s
ability
to use the Premises
for the Permitted
Use. Landlord
shall also
have the right
(but not the obligation)
to temporarily
close the Building
if Landlord reasonably
determines
that there is an imminent
danger of significant
damage
to the Building or
of personal
injury to Landlord’s
employees
or the occupants
of the Building.
The circumstances
under which
Landlord
may temporarily
close the Building
shall include, without limitation,
electrical
interruptions,
hurricanes
and civil
disturbances.
A closure of
the Building
under such
circumstances
shall not constitute
a constructive
eviction nor entitle
Tenant to
an abatement
or reduction
of Rent.


 


29. Surrender
of Premises.
All improvements
to the Premises
(collectively,
“Leasehold Improvements”)
shall be owned
by Landlord
and shall
remain
upon the Premises
without compensation
to Tenant.
At the expiration
or earlier
termination
of this Lease
or Tenant’s
right
of possession, Tenant
shall remove
Tenant’s
Removable
Property
(defined
below) from
the Premises,
and quit
and surrender
the Premises
to Landlord,
broom clean,
and in
good
order, condition
and repair,
ordinary
wear and
tear excepted.
As used herein,
the term “Tenant’s
Removable
Property” shall mean:
(A) Cable installed
by or for the benefit
of Tenant and
located in the Premises
or other portions of the Building;
(B) any
Leasehold
Improvements
that are installed
by or for the benefit
of Tenant
and, in
Landlord’s
reasonable
judgment,
are of a
nature that
would require
removal
and repair
costs that are
materially
in excess
of the removal
and repair
costs associated
with standard office
improvements
(“Special
Installations”);
and (C)
Tenant’s
personal
property.
Notwithstanding
the foregoing:
(i) Landlord
may,
in Landlord’s
sole discretion
and at
no cost
to Landlord,
require Tenant
to leave any
of its Special
Installations
in the Premises;
and (ii) Landlord
acknowledges
and agrees
that the
Landlord’s
Work installed
in accordance
with the Work
Letter
attached
to this Lease
shall not be deemed a Special
Installation
hereunder.
If Tenant
fails to remove any
of Tenant’s
Removable Property
(other than Special
Installations
which
Landlord
has designated
to remain
in the Premises)
within two (2) days
after the termination
of this Lease
or of Tenant’s
right to possession, Landlord,
at Tenant’s
sole cost and
expense,
shall be entitled
(but not obligated)
to remove
and store
Tenant’s
Removable
Property.
Landlord shall
not be responsible
for the value, preservation
or safekeeping
of Tenant’s
Removable Property.
Tenant shall
pay Landlord,
upon demand,
the expenses
and storage
charges
incurred
for Tenant’s
Removable Property.
To the fullest extent
permitted
by applicable
Law,
any
unused portion
of Tenant’s
Security
Deposit may
be applied
to offset Landlord’s
costs set
forth in
the preceding sentence.
In addition,
if Tenant
fails
to remove Tenant’s
Removable Property
from the Premises
or storage,
as the case
may be, within
thirty (30)
days after
written notice,
Landlord
may deem
all or any
part of Tenant’s
Removable Property
to be abandoned,
and title
to Tenant’s
Removable
Property
(except
with respect
to any Hazardous
Material [defined
in Article 30])
shall be deemed to be immediately
vested in
Landlord. Except
for Special
Installations
designated
by Landlord
to remain
in the Premises,
Tenant’s
Removable Property
shall be removed
by Tenant
before the Expiration
Date; provided
that upon Landlord’s
prior written
consent (which
must be requested by
Tenant at
least thirty
(30) days in advance
of the Expiration
Date and which
shall not be unreasonably
withheld), Tenant
may remain
in the Premises
for up to
five (5) days
after
the Expiration
Date for
the sole purpose
of removing
Tenant’s
Removable Property.
Tenant’s
possession of the Premises
for such purpose shall be subject
to all
of the terms
and conditions
of this
Lease,
including the obligation
to pay Base
Rent
and Tenant’s
Pro


 


 


 




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Rata
Share
of Excess
Operating
Expenses
on a per
diem basis
at the
rate in
effect
for the
last month of
the Term.
In the
event
this Lease
is terminated
prior to
the Expiration
Date, Tenant’s
Removable Property
(except
for Special
Installations
designated
by Landlord
to remain
in the Premises)
shall
be removed
by Tenant
on or before
such earlier
date of termination.
Tenant
shall repair
damage
caused
by the installation
or removal
of Tenant’s
Removable
Property.


 


30. Hazardous
Materials.


 


A. Restrictions.
No Hazardous
Material
(defined below)
(except
for de minimis quantities
of household
cleaning
products
and office
supplies
used
in the
ordinary
course
of Tenant’s
business at
the Premises
and that
are used,
kept and
disposed of
in compliance
with Laws)
shall be brought
upon, used, kept
or disposed of in or about
the Premises
or the Property
by any Tenant
Parties
or any of
Tenant’s
transferees,
contractors
or licensees
without Landlord’s
prior written consent,
which consent
may be withheld in Landlord’s
sole and absolute discretion.
Tenant’s
request
for such
consent shall
include a representation
and warranty
by Tenant
that the Hazardous
Material in question
(1) is necessary
in the ordinary
course of Tenant’s
business, and (2)
shall be used, kept and disposed
of in compliance
with all Laws.


 


B.
Remediation.
Tenant
shall, at
its expense,
monitor
the Premises
for the presence
of Hazardous
Materials
or conditions
which may
reasonably
give rise
to Contamination (defined
below) and
promptly notify
Landlord if it
suspects Contamination
in the Premises.
Any remediation
of Contamination caused by
a Tenant
Party
or its contractors
or invitees
which is required
by Law or which
is deemed necessary
by Landlord,
in Landlord’s
opinion, shall
be performed
by Landlord
and Tenant
shall reimburse
Landlord for the cost
thereof,
plus a fifteen
percent
(15%)
administrative
fee.


 


C. Definitions.
For purposes
of this Article
30, a “Hazardous
Material” is
any substance
the presence
of which
requires,
or may hereafter
require,
notification,
investigation
or remediation
under any
Laws
or which
is now or
hereafter
defined,
listed or regulated
by any
governmental
authority
as a
“hazardous
waste”,
“extremely
hazardous
waste”,
“solid
waste”,
“toxic
substance”,
“hazardous
substance”,
“hazardous
material”
or “regulated
substance”,
or otherwise regulated
under
any Laws.
“Contamination”
means the
existence
or any
release
or disposal
of a Hazardous
Material
or biological
or organic
contaminant,
including any
such
contaminant which
could adversely
impact
air
quality,
such as mold,
fungi
or other
bacterial
agents,
in, on, under,
at or from
the Premises,
the Building
or the Property
which may
result in any
liability,
fine,
use restriction,
cost recovery
lien,
remediation
requirement,
or other government
or private
party action
or imposition
affecting
any Landlord
Party.
For
purposes
of this
Lease,
claims arising
from Contamination shall
include diminution
in value,
restrictions on
use, adverse
impact
on leasing
space,
and all
costs of site
investigation,
remediation,
removal and
restoration
work, including
response costs
under CERCLA
and similar
statutes.


 


D. Reports,
Surveys
and Acceptance
of Premises.
All current
surveys
or reports
prepared
for the Property
regarding
the presence
of Hazardous
Materials
(if any)
in the Building
are available
for inspection
by Tenant
in the office
of the Property manager.
With
respect to
Hazardous
Materials, Tenant
hereby
(1) accepts
full responsibility
for reviewing
any such
surveys and
reports and satisfying
itself prior
to the execution
of this Lease
as to the acceptability
of the Premises
under Section
3.B above,
and (2) acknowledges
and agrees
that this
provision
satisfies
all notice
requirements
under applicable
Law. In
the event
Tenant
performs
or causes
to be performed
any test
on or within
the Premises
for the purpose
of determining
the presence
of a Hazardous
Material,
Tenant
shall obtain Landlord’s
prior written
consent
and use
a vendor
approved
by Landlord
for such
testing. In addition,
Tenant
shall provide to Landlord
a copy of
such test within ten (10) days
of Tenant’s
receipt.


 


31.Miscellaneous.


 


A. Governing
Law;
Jurisdiction
and Venue;
Severability;
Paragraph
Headings. This
Lease
and the
rights and
obligations
of the parties
shall be interpreted,
construed
and enforced
in accordance
with the Laws
of the state in which the Property
is located. All obligations
under this Lease
are performable
in the county or
other jurisdiction
where the Property
is located,
which shall be venue
for all legal
actions. If
any term or
provision of this
Lease shall be invalid
or unenforceable,
then such term or provision
shall
be automatically
reformed
to the extent
necessary
to render
such term or provision
enforceable,
without the necessity
of execution
of any amendment
or new document. The remainder
of this Lease
shall not be affected,
and each
remaining and reformed


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	22	 



    	 



    

provision
of this
Lease
shall
be valid
and enforced
to the fullest
extent
permitted
by Law.
The headings
and titles
to the Articles
and Sections
of this
Lease
are for convenience
only and shall
have
no effect
on the interpretation
of any
part of this
Lease.
The words “include”,
“including” and
similar
words will
not be construed
restrictively
to limit
or exclude
other items not listed.


 


B.Recording.
Tenant
shall not
record
this Lease
or any
memorandum
without


Landlord’s
prior written consent.


 


C. Force
Majeure.
Whenever
a period
of time
is prescribed
for the taking
of an
action by
Landlord
or Tenant,
the period
of time for
the performance
of such
action shall
be extended
by the number
of days
that the
performance
is actually
delayed
due to
strikes, acts
of God, shortages
of labor or materials,
war, terrorist
attacks
(including
bio-chemical
attacks),
civil
disturbances
and other
causes beyond
the reasonable
control of
the performing
party (“Force
Majeure”). However,
events
of Force
Majeure
shall not extend
the Term, or any
period of time for
the payment of Rent or other
sums payable
by either
party or
any period
of time
for the written
exercise
of an
option or
right by
either
party.


 


D.Transferability;
Release of
Landlord.
Landlord
shall have
the right
to transfer
and assign,
in whole or in part,
all of its
rights and
obligations
under this
Lease
and in
the Building and/or
Property,
and upon such transfer
Landlord shall be released
from any
further obligations
hereunder,
and Tenant
agrees
to look solely to the successor
in interest
of Landlord for
the performance
of such obligations.


 


E.
Brokers.
Landlord
and Tenant
represent
that
neither
party
has
dealt
directly
with
any other brokers
other than CBRE,
Inc., which
represented
Landlord,
and The Edison
Group, LLC,
which represented
Tenant
(whose commissions
shall
be paid
by Landlord
pursuant to
separate
written agreements)
in connection
with this Lease.
TENANT AND LANDLORD
SHALL EACH INDEMNIFY
THE OTHER
AGAINST ALL COSTS,
EXPENSES,
ATTORNEYS’
FEES,
LIENS AND OTHER
LIABILITY
FOR COMMISSIONS
OR OTHER
COMPENSATION
CLAIMED BY ANY
BROKER
OR AGENT
CLAIMING THE
SAME BY,
THROUGH
OR UNDER THE
INDEMNIFYING PARTY,
OTHER
THAN THE
BROKERS
SPECIFICALLY
IDENTIFIED ABOVE.


 


F.
Authority; Joint and
Several
Liability.
Landlord
covenants,
warrants
and represents
that each
individual
executing,
attesting
and/or delivering
this Lease
on behalf
of Landlord
is authorized
to do so on behalf
of Landlord,
this Lease
is binding upon and
enforceable
against
Landlord,
and Landlord
is duly
organized
and legally
existing
in the state
of its
organization
and is
qualified
to do business
in the state in
which
the Premises
are located.
Similarly,
Tenant
covenants,
warrants and
represents
that each
individual
executing,
attesting
and/or delivering
this Lease
on behalf
of Tenant is
authorized
to do so on behalf
of Tenant,
this Lease
is binding
upon and enforceable
against Tenant;
and Tenant
is duly organized
and legally
existing
in the state of
its organization
and is
qualified
to do business
in the state
in which
the Premises
are located.
If there
is more than one
Tenant,
or if Tenant
is comprised
of more than
one party
or entity,
the obligations
imposed upon
Tenant
shall be
joint and
several
obligations
of all
the parties
and entities.
Notices, payments
and agreements
given or made by,
with or to any
one person or entity
shall be deemed to have
been
given or made
by, with and to all
of them.


 


G.
Time is
of the Essence;
Relationship;
Successors
and Assigns.
Time is
of the essence
with respect
to Tenant’s
performance
of its
obligations
and the
exercise
of any
expansion,
renewal
or extension
rights or other options
granted
to Tenant.
This Lease
shall create
only the relationship
of landlord and tenant
between the parties,
and not a partnership,
joint venture
or any other relationship.
This Lease and
the covenants
and conditions
in this Lease
shall inure only to the benefit
of and be binding only
upon Landlord and
Tenant and
their
permitted
successors
and assigns.


 


H. Survival
of Obligations.
The expiration
of the
Term, whether
by lapse
of time or otherwise,
shall not relieve
either
party of
any obligations
which accrued
prior to
or which
may continue
to accrue
after
the expiration
or early
termination
of this
Lease.
Without limiting
the scope
of the prior
sentence,
it is agreed
that Tenant’s
obligations
under Sections
4.A, 4.B,
and 4.C,
and under
Articles
6, 8, 12,
13, 19,
24, 29 and
30 shall survive the
expiration
or early
termination
of this Lease.


 


I. Binding
Effect.
Landlord
has delivered
a copy
of this
Lease
to Tenant
for Tenant’s
review only,
and the delivery
of it does not constitute
an offer
to Tenant
or an
option. This Lease


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	23	 



    	 



    

shall
not be effective
against
any
party
hereto
until an
original
copy
of this
Lease
has been
signed
by such party
and delivered
to the other
party.


 


J. Full
Agreement;
Amendments.
This Lease
contains
the parties’
entire
agreement regarding
the subject
matter
hereof.
All understandings,
discussions, and
agreements
previously made
between
the parties,
written
or oral,
are superseded
by this Lease,
and neither
party is relying
upon any
warranty,
statement
or representation
not contained
in this Lease.
This Lease
may be modified
only by a written
agreement
signed
by Landlord
and Tenant.
The exhibits
and riders attached
hereto
are incorporated
herein and made
a part of
this Lease
for all
purposes.


 


K.
Tax Waiver. Tenant
waives all
rights pursuant
to all
Laws to contest
any taxes
or other levies
or protest
appraised
values or
receive
notice
of reappraisal
regarding
the Property
(including Landlord’s
personalty),
irrespective
of whether
Landlord contests
same.


 


L.
Financial
Statements.
At any
time during
the
Term,
Tenant
shall
deliver to
Landlord,
within ten
(10) days after
Landlord’s
request
therefor, audited
financial
statements of
Tenant, including a
balance
sheet and
a profit
and loss
statement for the
most recent
two (2) years,
all prepared
in accordance
with generally
accepted
accounting
principles
consistently
applied
and certified
by an independent
certified public
accountant.
Notwithstanding the foregoing,
Landlord shall
not make any
such
request
to Tenant
more than
one (1) time
in any twelve
(12) month
period during the Term;
provided,
however,
that there
shall
be no such
limit
to Landlord’s
requests
in the event
such request
is made after
an event
of default
(regardless
of notice
or cure
periods) has
occurred
under this Lease
or in connection
with a sale or finance,
or proposed sale
or finance, of the Building.


 


32. Prohibited
Persons
and Transactions.
Tenant
represents
to Landlord:
(i) that
neither
Tenant
nor any
person or entity
that directly owns
a ten percent
(10%) or
greater equity
interest
in it, nor any
of its
officers,
directors
or managing
members, is
a person
or entity
with whom
U.S.
persons or entities
are restricted
from doing
business under
regulations of the
Office
of Foreign
Asset Control
(“OFAC”)
of the Department
of the Treasury
(including
those named
on OFAC’s
Specially
Designated
Nationals
and Blocked Persons
List) or under
Executive
Order
13224 (the “Executive
Order”)
signed
on September
24, 2001, and
entitled
“Blocking Property
and Prohibiting
Transactions
with Persons
Who Commit,
Threaten to
Commit, or Support
Terrorism”,
or other Laws
(each such person,
a “Prohibited
Person”),
(ii) that Tenant’s
activities
do not violate
the International
Money Laundering
Abatement
and Anti-Terrorist
Financing
Act
of 2001, or the
regulations or orders
promulgated
thereunder,
as they
may be amended
from time
to time, or other anti-money
laundering
Laws (the “Anti-Money
Laundering
Laws”),
and (iii)
that throughout
the Term of this Lease
Tenant
shall comply with the
Executive
Order and
with the Anti-Money Laundering
Laws.


 


33. Special
Stipulations.
The special
stipulations,
if any,
set forth
on Exhibit
F attached
to this
Lease
are incorporated
herein
by reference.
If there
is no Exhibit
F attached
to this
Lease,
there
are no such special
stipulations. Such
special stipulations
shall control
if in conflict
with any
of the foregoing
provisions of this
Lease.


 


 


[THE
REST OF THIS
PAGE
IS INTENTIONALLY
BLANK]


 


[SIGNATURES
COMMENCE
ON THE FOLLOWING
PAGE]


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	24	 



    	 



    

Landlord
and Tenant
have executed
this Lease
as of
the Effective
Date specified
below Landlord’s
signature.


 


LANDLORD:


 


METZLER
ONE BUCKHEAD
PLAZA, L.P.,


a Delaware
limited partnership


 


By:
Metzler One
Buckhead
GP, LLC,
a Delaware
limited liability
company,
its general
partner


 


By:
MUSREF One Buckhead
Plaza
LP,
its sole
member


 


By:
MUSREF GP One Buckhead
Plaza
LLC, its
general
partner




 


By:
Metzler Management,
Inc.,
its Manager


 


By:/s/ Steven A.
Franceschina


Name: Steven A. Franceschina


Title:Vice President





Effective Date: December 17,
2013


 


 


TENANT:


 


SAFETY
QUICK LIGHT
LLC,


a Florida
limited
liability
company


 


By:/s/ James R. Hills


Name:James R. Hills


Title:President, CEO



 


 


Tenant’s
Federal
Employer
Identification
Number: 





 


 


 


 
















    	One Buckhead Plaza/Safety Quick Light LLC	25	 



    	 



    

EXHIBIT
A-1


 


OUTLINE AND
LOCATION OF PREMISES


 





 


[NOTE:
Drawings,
dimensions,
plans,
boundaries,
interior
walls,
furniture,
fixtures,
and
improvements
shown
in this
Exhibit
are for
illustrative
purposes
only
and
are not
intended
to indicate
the actual
improvements
to the Premises,
which
shall
be constructed
in accordance
with the
Approved
Construction
Documents]


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	A-1-11	 



    	 



    

EXHIBIT
A-2


 


LEGAL
DESCRIPTION
OF PROPERTY


 


TRACT A


 


All
that tract
or parcel
of land lying
and being
in Land Lot
99 of the
17th District,
City of
Atlanta, Fulton
County, Georgia,
and being
more particularly
described
as follows:


 


Commencing
at a
point on
the northwest
line of
the right
of way
of Peachtree
Road (right
of way varies)
438.2 feet
as measured
northerly
along
the west
line of
the right
of way
of Peachtree
Road from
the intersection
formed by
the west
line of
the right
of way
of Peachtree
Road with the
north line of Land
Lot 100
of said 17th
District of Fulton
County,
Georgia;
thence North
68 degrees
44 minutes 59
seconds West
a distance
of 14.03
feet
to a point
on the existing
right
of way
line
of Peachtree
Road; thence
northeasterly
along the
arc of a
curve
of the existing
northwest right
of way
line of
Peachtree
Road, which
arc has
a chord
as measured
North 27
degrees 01
minutes 47 seconds
East of 56.25 feet,
a distance of 56.26 feet
to a point; thence northeasterly
along the arc
of a curve of the existing
northwest right of way line
of Peachtree
Road, which arc
has a chord
as measured
North
29 degrees
18 minutes
01 seconds
East of 10.10
feet,
a distance
of 10.10 feet
to a point;
thence northeasterly
along
the arc of a curve
of the existing
northwest right
of way line of Peachtree
Road, which
arc has
a chord as
measured
North 31
degrees
18 minutes 40
seconds
East of 48.71
feet,
a distance
of 48.72 feet
to a point;
thence continuing
along said
right
of way North
32 degrees
58 minutes 37 seconds
East a distance
of 317.25 feet
to a point; said
point being
the southeast
point of the mitered
intersection
of the west
right of
way of
Peachtree
Road (variable
right of
way)
and the south
right of
way of
West
Paces
Ferry
Road
(variable
right
of way);
thence along
the mitered
intersection
along a curve
to the left, an arc
distance
of 30.51 feet, said
curve having
a radius of 53.51
feet
and being
subtended
by a chord
of 30.10 feet,
at North
16 degrees
38 minutes
30 seconds
East, to a point; said
point being the POINT
O F BEGINNING;
thence South 64 degrees
47 minutes
13 seconds West
a distance
of 149.11 feet to a point;
thence North 68 degrees
44 minutes
59 seconds
West
a distance of
330.40 feet
to a point;
thence
North 21
degrees
15 minutes
01 seconds
East a distance
of 15.50 feet
to a point;
thence North
68 degrees
44 minutes 59
seconds
West a
distance
of 20.50 feet to a point;
thence North
21 degrees
15 minutes 01 seconds
East a distance
of 56.00 feet to a
point; thence
North 68 degrees
44 minutes 59 seconds
West a distance
of 127.50 feet to
a point; thence
North 21 degrees
15 minutes 01 seconds East
a distance
of 87.07 feet to a point;
thence
North
21 degrees
47 minutes 54 seconds West
a distance
of 46.64 feet to a point on
the south right of way
of West Paces
Ferry
Road; thence
along said
right of way
South 60
degrees
25 minutes
19 seconds East
a distance
of 32.17 feet
to a point;
thence continuing
along said
right of way
South 60
degrees
25 minutes 19 seconds East
a distance
of 304.82 feet to a point;
thence continuing
along said
right
of way South
67 degrees
12 minutes
02 seconds
East a
distance
of 115.55 feet
to a point;
thence continuing
along said
right of
way
on a curve
to the
left, an arc
distance
of 109.63
feet, said
curve having
a radius of 783.89 feet
and being
subtended
by a chord
of 109.54 feet,
at South 69
degrees
34 minutes 00 seconds
East, to a point; thence
continuing
along said
right of
way on
a curve
to the right,
an arc distance
of 69.00 feet, said
curve having
a radius of 53.51 feet
and being
subtended
by a chord
of 64.32 feet, at
South 36 degrees
38 minutes 00 seconds East,
to a point; said point being
the POINT
OF BEGINNING;


 


TRACT B


 


All
that tract
or parcel
of land lying
and being
in Land Lot
99 of the
17th District,
City of
Atlanta, Fulton
County, Georgia,
and being
more particularly
described
as follows:


 


Commencing
at a point on the northwest
line of the right
of way
of Peachtree
Road (as
an 80 foot right
of way)
438.2 feet
as measured
northerly
along
the west
line of
the right of
way of
Peachtree
Road from
the intersection
formed by
the west
line of
the right
of way
of Peachtree
Road with
the north line of Land
Lot 100 of said
17th District of
Fulton;
thence
North 62 degrees
20 minutes 43 seconds
West
a distance
of 542.39 feet
to a point;
thence South
21 degrees
15 minutes
01 seconds West
a distance
of 0.48 feet
to a point;
said point being
the POINT
OF BEGINNING;
thence
North 68 degrees
44 minutes 59
seconds West
a distance
of 223.09 feet
to a point;
thence
South 21
degrees
15 minutes
01 seconds
West a distance
of 6.19 feet
to a point; thence
North 68 degrees
44 minutes 59
seconds West
a distance
of 70.71 feet
to a point;
thence North
21 degrees
15 minutes
01 seconds East
a distance
of 11.30 feet
to a point;
thence South
68 degrees
44 minutes
59 seconds
East a distance
of 2.80 feet to
a point; thence
North 21 degrees
15 minutes 01 seconds
East a distance
of


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	A-2-1	 



    	 



    

156.87
feet
to a point;
thence
South 68
degrees
44 minutes
59 seconds
East a
distance
of 291.00 feet
to a point;
thence
South 21
degrees
15 minutes
01 seconds
West
a distance
of 161.98
feet
to a point;
said point being
the POINT OF BEGINNING;


 


TRACT C


 


All
that tract
or parcel
of land lying
and being
in Land Lot
99 of the
17th District,
City of
Atlanta, Fulton
County, Georgia,
and being
more particularly
described
as follows:


 


Commencing
at a point on the northwest
line of the right
of way
of Peachtree
Road (as
an 80 foot right
of way)
438.2 feet
as measured
northerly
along
the west
line of
the right of
way of
Peachtree
Road from
the intersection
formed by
the west
line of
the right
of way
of Peachtree
Road with
the north line
of Land
Lot 100
of said
17th District
of Fulton
County,
Georgia;
thence
North
68 degrees
44 minutes 59 seconds
West a distance
of 14.03 feet
to a point
on the existing
right of way
line of Peachtree
Road (a 94 foot right
of way at
this point);
thence northeasterly
along the arc
of a curve
of the existing
northwest right
of way line
of Peachtree
Road, which
arc has
a chord
as measured
North
27 degrees
01 minutes
47 seconds
East of 56.25 feet,
a distance
of 56.26 feet
to a point;
thence northeasterly
along the
arc of
a curve of
the existing
northwest right
of way
line of
Peachtree
Road, which
arc has
a chord as
measured
North 29
degrees
18 minutes 01
seconds
East of 10.10
feet,
a distance
of 10.10 feet to a point;
thence northeasterly
along the arc
of a curve
of the existing
northwest right of
way line
of Peachtree
Road, which
arc has
a chord
as measured
North 31 degrees
18 minutes
40 seconds
East of
48.71 feet,
a distance
of 48.72 feet
to a point;
thence
continuing along
said right
of way
North 32
degrees
58 minutes
37 seconds
East a distance
of 317.25 feet
to a point; said
point being
the southeast point of
the mitered intersection
of the west right of
way of Peachtree
Road (variable
right of way)
and the south right
of way of West
Paces
Ferry
Road (variable
right of way);
said point
being the POINT
OF BEGINNING;
thence along
the west
right
of way
of Peachtree
Road South
32 degrees
58 minutes
37 seconds
West
a distance
of 116.93 feet
to a point;
thence leaving said
right
of way North
68 degrees
44 minutes
59 seconds
West a distance
of 376.76 feet
to a point;
thence South
21 degrees
15 minutes 01
seconds West
a distance
of 17.60 feet
to a point; thence
North 68
degrees
44 minutes 59
seconds West
a distance
of 183.00 feet
to a point;
thence North
21 degrees
15 minutes
01 seconds
East a
distance
of 125.50 feet
to a point;
thence South
68 degrees 44 minutes
59 seconds East a
distance
of 127.50 feet
to a point;
thence South
21 degrees
15 minutes 01 seconds West
a distance
of 56.00 feet
to a point; thence
South 68 degrees
44 minutes 59 seconds
East a distance
of 20.50 feet
to a point;
thence South
21 degrees
15 minutes
01 seconds West
a distance
of 15.50 feet
to a point;
thence South
68 degrees
44 minutes
59 seconds
East a distance
of 330.40 feet
to a point;
thence North
64 degrees
47 minutes
13 seconds
East a
distance
of 149.11 feet
to a point
on the
mitered
intersection;
thence along
the mitered
intersection
along a curve
to the right,
an arc
distance of
30.51 feet, said
curve having
a radius
of 53.51 feet
and being
subtended
by a chord
of 30.10 feet,
at South
16 degrees
38 minutes
30 seconds
West,
to a point on the west
right of way
of Peachtree
Road; said point being the POINT
OF BEGINNING;


 


TOGETHER
WITH
the rights
and benefits
accruing
to the foregoing
Tracts
A, B and
C by virtue
of:


 


Easement
Tract
D; Rights
and benefits,
including Access
Easement
and Utility
Easement,
accruing
to the foregoing
Tracts
A, B and
C by
virtue of
that certain
Reciprocal
Easement
Agreement
recorded
in Book 10149, Page
394 of the Official
Records of
Fulton County,
Georgia;


 


Easement
Tract
E; Rights
and benefits,
including
Access
Easement,
accruing
to the
foregoing
Tracts
A, B and
C by
virtue of
that
certain
Reciprocal
Easement
Agreement
recorded
in Book
12015, Page 333
of the aforesaid
records
as amended
by First
Amendment to
Reciprocal
Easement
Agreement
recorded
at Book
13787, Page
178 of the aforesaid
records; and


 


Easement
Tract
F; Rights
and benefits,
including Walkway
and Roadway
Easements,
Conditional Future
Grant of
Plaza
Area
Easement,
Underground
Storm Drain
Easement,
Easement
for Existing
Utility
Lines, and
License
for Parking,
accruing
to the foregoing
Tracts
A, B and
C by
virtue of
that certain
Dedication,
Agreement
Respecting
Easements
and Cost
Sharing
Agreement
recorded
at Book


20252, Page
5 of the aforesaid
records,


 


Easement
Tract
G; Rights
and benefits,
including Conditional
Future Grant
of Access Easement,
accruing
to the foregoing
Tracts A,
B and
C by
virtue of
that certain
Agreement
Respecting
Access recorded
in Deed Book
19390, Page
182, aforesaid
records,


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	A-2-2	 



    	 



    

Easement
Tract
H; Rights
and benefits,
including the right
to construct
and maintain
certain improvements
within the
public rights-of-way,
accruing
to the
foregoing
Tracts
A, B and
C by virtue
of that certain
Agreement
recorded
at Deed
Book 12856, Page
74, aforesaid
records.


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	A-2-3	 



    	 



    

EXHIBIT
B


 


RULES
AND REGULATIONS


 


1. No
sign, picture,
advertisement
or notice
shall be displayed
by Tenant
on any
part of
the Premises,
the Building
or the Property
unless the same
is first
approved
by Landlord.
Any such sign,
picture, advertisement
or notice
approved
by Landlord
shall be painted
or installed
for Tenant
by Landlord
at Tenant’s
expense.
No awnings,
curtains,
blinds, shades
or screens shall
be attached
to or
hung in, or
used in connection
with any
window or door
of the Premises
without the prior
consent
of the Landlord, including approval
by Landlord
of the quality,
type,
design,
color and
manner of
attachment.


 


2. Tenant
agrees
that its
use of
electrical
current
shall
never
exceed
the capacity
of existing
feeders,
risers or
wiring
installation.


 


3. Tenant
shall not
do or permit
to be done
in or about
the Premises
or Property
anything
which
shall increase
the rate
of insurance
on said
Property
or obstruct
or interfere
with the rights
of other lessees
of Landlord or annoy
them in any way,
including, but not limited to, using
any musical
instrument, making
loud or unseemly noises, or singing,
etc., nor use the Premises
for sleeping,
lodging,
or cooking
by any
person at
any time
except
with permission
of Landlord.
Tenant
will be permitted
to use for its
own employees
within the
Premises
a conventional
coffee-maker.
No vending machines
of any
kind will be
installed,
permitted
or used on any
part of the Premises.
No part of
said Property
or Premises
shall be used
for gambling,
immoral
or other
unlawful purposes.
No intoxicating
beverage
shall be sold
in said
Property
or Premises
without prior
written
consent
of Landlord.
No area
outside
of the Premises
shall be used for
storage purposes
at any
time.


 


4. No
birds or animals
of any
kind shall be
brought
into said
Property.
All vehicles,
including bicycles,
motorcycles
or other motorized
vehicles,
shall be driven
and parked
only in areas
designated
therefor
by Landlord.


 


5. The
sidewalks, entrances,
passages,
corridors,
halls,
elevators,
and stairways
in the Property
shall not
be obstructed
by Tenant
or used for
any purposes
other than
those for which
same were
intended
as ingress
and egress.
No windows, floors
or skylights
that reflect
or admit light
into the Building
shall be covered
or obstructed by
Tenant.
Toilets, wash basins and
sinks shall not be used for any
purpose other
than those
for which
they were
constructed,
and no
sweeping,
rubbish, or
other obstructing
or improper
substances
shall be thrown
therein. Any
damage
resulting
to them,
or to
any other part
of the Property,
from misuse by
Tenant
or its employees,
shall be borne
by Tenant.


 


6. Only
one key
for each
office
in the Premises
will be furnished
Tenant
without charge.
No additional
lock, latch
or bolt
of any
kind shall
be placed
upon any
door nor
shall any
changes
be made in existing
locks or mechanisms
thereof without
written
consent
of Landlord.
At the termination
of the Lease,
Tenant shall return
to Landlord
all keys
furnished
to Tenant
by Landlord,
or otherwise procured
by Tenant,
and in the event
of loss of any
keys so furnished,
Tenant shall pay
to Landlord
the cost thereof.


 


7. Landlord
shall have
the right
to prescribe
the weight,
position and
manner of
installation
of heavy
articles
such as
safes,
machines and
other equipment
which Tenant
may
use in
the Premises.
No safes,
furniture,
filing cabinets,
boxes,
large parcels
or other kind of freight
shall be taken
to or from the
Premises
or allowed
in any elevator,
hall or
corridor at any
time except
by permission
of and at
times allowed
by Landlord.
Tenant shall
make prior arrangements
with Landlord
for use of the freight
elevator
for the purpose of transporting
such articles
and such articles
may be taken
in or out of the Building
only between
or during hours as
may be arranged
with and designated
by Landlord.
The persons employed
to move the same must be approved
by Landlord.
In no
event shall
any weight
exceeding
fifty (50) pounds
per square
foot of floor space be placed
upon any
floor by Tenant,
without prior written
approval of Landlord.


 


8. Tenant
shall not cause
or permit
any
gases,
liquids or
odors to be
produced
upon or
permeate
from the
Premises,
and no
flammable,
combustible,
explosive,
toxic or other hazardous
fluid, chemical
or substance
shall
be brought
into the
Property.


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	B-1	 



    	 



    

9. Subject
to Landlord’s
security
measures
in effect
for the Property
from time
to time
during the Term
of this
Lease,
Tenant
shall have
access
to the Premises
on a twenty-four
(24) hour, seven
(7) day
per week
basis.


 


10.Unless
explicitly
permitted
by the
Lease,
Tenant
shall not employ
any
person
other than Landlord’s
contractors
and
employees
for the purpose of cleaning
and taking
care of the
Premises.
Landlord
shall not be responsible for any
loss, theft, mysterious
disappearance
of or damage
to, any property,
however occurring.
Only persons
authorized
by the Landlord
may furnish
ice, drinking
water, towels,
and other similar
services within
the Property and
only at hours
and under regulations
fixed by
Landlord.


 


11.No
connection
shall be made
to the electric
wires or
gas or
electric
fixtures
of the Property,
without the consent
in writing
on each
occasion
of Landlord.
All glass,
locks and
trimmings
in or upon
the doors and
windows of the
Premises
shall be
kept whole
and in
good repair.
Tenant shall
not injure,
overload
or deface
the Property,
the woodwork
or the walls
of the Premises,
nor permit
upon the Premises
any noisome, noxious,
noisy or offensive
business.


 


12.If
Tenant
requires
wiring for a
bell or
buzzer
system,
such wiring
shall
be done by
the electrician
of the Landlord
only, and
no outside
wiring men shall be
allowed
to do work
of this kind unless by
the written permission
of Landlord or its
representatives.
If telephonic
service is desired,
the wiring for same shall be approved
by Landlord,
and no boring or cutting
for wiring shall be
done unless approved
by Landlord
or its representatives,
as stated. The electric
current
shall not be used for power or heating
unless written
permission to do so shall first
have been obtained
from Landlord
or its representatives
in writing, and
at an agreed
cost to Tenant.


 


13.Tenant
and its
employees
and invitees
shall observe
and obey
all parking
and traffic
regulations as imposed
by Landlord.


 


14.Canvassing,
peddling,
soliciting
and
distribution
of handbills
or any
other
written
materials
in the Property
are
prohibited, and
Tenant
shall cooperate
to prevent
the same.


 


15.Landlord
shall have
the right
to change
the name
of the Property,
or any
portion thereof,
and to change
the street
address
of the Property,
or any
portion thereof,
provided
that in the case
of a change
in the street
address
of the Building,
Landlord
shall give
Tenant
not less
than
sixty (60)
days’ prior
notice of the
change,
unless the change
is required by
governmental
authority.


 


16.These
Rules and
Regulations
are supplemental
to, and
shall not be
construed to
in any
way modify,
amend, in whole
or in part, the
terms, covenants,
agreements
and conditions
of the Lease
Agreement to which the
same are
attached.


 


17.LANDLORD
RESERVES THE
RIGHT
TO MAKE
SUCH
OTHER AND
REASONABLE
RULES
AND REGULATIONS
AS IN
ITS JUDGMENT
MAY FROM TIME
TO TIME
BE NEEDED
FOR THE SAFETY,
CARE AND
CLEANLINESS
OF THE PROPERTY,
AND FOR
THE PRESERVATION
OF GOOD ORDER THEREIN.


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	B-2	 



    	 



    

EXHIBIT
C


 


COMMENCEMENT
LETTER


 


		Re:	Office Lease dated _____________, 20___ (the “Lease”), between METZLER ONE BUCKHEAD PLAZA, L.P. (“Landlord”)
and SAFETY QUICK LIGHT LLC (“Tenant”) for the Premises, the Rentable Square Footage of which is 2,895 square feet,
located on the 3rd floor of One Buckhead Plaza. Unless otherwise specified, all capitalized terms used herein shall have the same
meanings as in the Lease.



 


Landlord
and Tenant
agree
that:


 


Landlord
has fully
completed
all Landlord
Work required
under the terms
of the Lease,
if any.


 


Tenant
has accepted
possession
of the Premises.
The Premises
are usable
by Tenant
as intended;


Landlord
has no
further obligation
to perform
any
Landlord
Work
or other construction,
and Tenant
acknowledges
that both the Building and
the Premises are
satisfactory
in all respects.


 


The Commencement
Date of
the Lease
is , 20 .


 


The Expiration
Date of the
Lease
is the last day
of , .


 


Tenant’s
Address at the
Premises
after the Commencement
Date is:


 


One
Buckhead
Plaza


3060 Peachtree
Road


Suite
390


Atlanta,
GA 30305


Attention:



Phone:



Fax:



 


All other
terms and conditions
of the Lease
are ratified
and acknowledged
to be unchanged.


 


EXECUTED
as of , 20 .


 


LANDLORD:


 


METZLER
ONE BUCKHEAD
PLAZA, L.P.,


a Delaware
limited partnership


 


By:
Metzler One
Buckhead
GP, LLC,
a Delaware
limited liability
company,
its general
partner


 


By:
MUSREF One Buckhead
Plaza
LP,
its sole
member


 


  By: MUSREF GP One Buckhead Plaza LLC, its general partner




 


By:
Metzler Management,
Inc.,
its Manager


 


By:/s/ Steven A. Franceschina


Name: Steven A. Franceschina


Title:Vice President





TENANT:


 


SAFETY
QUICK LIGHT
LLC,


a Florida
limited
liability
company


 


By:/s/


Name:


Title:


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	C-1	 



    	 



    

EXHIBIT
D


 


WORK
LETTER


 


This
Work
Letter
is attached
as an
Exhibit
to an
Office
Lease
(the “Lease”)
between
METZLER
ONE BUCKHEAD
PLAZA,
L.P.,
as Landlord,
and SAFETY
QUICK
LIGHT
LLC,
as Tenant,
for the Premises,
the Rentable Square
Footage of which is
2,895 square feet,
located on the


3rd
floor of the
Building.
Unless otherwise
specified,
all capitalized
terms used
in this
Work
Letter
shall have the
same meanings
as in the
Lease.
In the
event of
any
conflict between
the Lease
and this Work
Letter,
the latter
shall control.


 


1. Approved
Construction
Documents.


 


(A)Tenant’s
Information.
Within
ten (10) days
after
the Effective
Date
of this
Lease,
Tenant
shall submit to
Landlord
(i) the name
of a representative
of Tenant
who has
been designated
as the
person responsible
for receiving
all information
from and
delivering
all information
to Landlord
relating
to the construction
of the Landlord
Work (as
defined
below), and
(ii) all information
necessary
for the preparation
of complete,
detailed architectural,
mechanical,
electrical
and plumbing
drawings
and specifications
for construction
of the Landlord
Work
in the Premises,
including Tenant’s
partition
and furniture
layout,
reflected
ceiling,
telephone
and electrical
outlets and
equipment
rooms, initial
provider(s) of
telecommunications
services,
doors
(including
hardware
and keying
schedule),
glass partitions,
windows, critical
dimensions,
imposed
loads on structure,
millwork,
finish schedules,
security
devices,
if any,
which Tenant
desires
or Landlord
requires
to have integrated
with other Building
safety
systems,
and HVAC
and electrical
requirements
(including Tenant’s
connected
electrical
loads and
the National
Electrical
Code (NFPA-70)
Design
Load
Calculations),
together
with all supporting
information
and delivery
schedules
(“Tenant’s
Information”).


 


(B)
Construction
Documents.
Following
Landlord’s
execution
of the
Lease
and
receipt
of Tenant’s
Information,
Landlord’s
designated
architectural/engineering
firm
shall
prepare
and
submit to Tenant
all finished
and detailed
architectural
drawings
and specifications,
including mechanical,
electrical
and plumbing drawings
(the “Construction
Documents”).
In addition, Landlord
shall advise Tenant
of the number of days of Tenant
Delay
(as defined
below)
attributable
to extraordinary
requirements
(if any) contained
in Tenant’s
Information.
Landlord
(or
its designated
representative)
reserves
the right
to designate
the location(s)
of all of Tenant’s
mechanical,
electrical
or other equipment
and the manner
in which such
equipment
will be connected
to Building
systems.


 


(C)Approved
Construction
Documents. Within
three (3)
Business Days
after
receipt,
Tenant
shall (i) approve
and return
the Construction
Documents to
Landlord,
or (ii) provide Landlord
Tenant’s
written requested
changes
to the Construction
Documents, in
which event
Landlord
shall have
the Construction
Documents revised (as
Landlord
deems
appropriate)
and resubmitted
to Tenant for
approval within
three
(3) Business
Days after
receipt.
If Tenant
fails to request
changes
within such
three (3) Business
Day period,
Tenant
shall
be deemed
to have
approved the Construction
Documents. Upon Tenant’s
approval, the Construction
Documents
shall
become the
“Approved
Construction
Documents.”
By granting
approval
of the Construction
Documents (whether
such approval
is expressly
granted
or deemed
given as
provided
above),
Tenant
shall be deemed to have
confirmed by
means of calculations
or metering
that the available
capacity
of the Building
electrical
system will support Tenant’s
electrical
requirements.


 


2. Pricing
and Bids.
Following
receipt of
the Approved
Construction
Documents, Landlord
will promptly
price
the construction
of the Landlord
Work
with approved
general
contractors
in accordance
with the Approved
Construction
Documents
and furnish
written
price estimates
to Tenant.
Upon receipt,
Tenant shall promptly
review
such estimates
and complete
negotiations
with Landlord
for any changes
or adjustments thereto.
Within five (5) Business
Days after
such receipt, Tenant
shall return the estimates
with written approval
to Landlord. If
Tenant fails
to give its approval
within such five (5) Business
Day period,
the lowest competent
estimates
will be deemed approved
by Tenant.


 


3. Landlord’s
Contributions.
Landlord
will provide
a construction
allowance
not to exceed
Nine and
50/100 Dollars
($9.50)
multiplied
by the Rentable
Square
Footage
of the Premises
(the “Construction
Allowance”),
toward the cost of constructing
the Landlord Work.
Payments
shall be made directly
to Landlord’s
contractor performing
the Landlord
Work. The
Construction Allowance
shall be applied
towards the
cost of (a)
all space
planning, design,
consulting
or review
services,


 


 




    	One Buckhead Plaza/Safety Quick Light LLC	D-1	 



    	 



    

construction
management
fee,
and construction
drawings,
(b) extension
of electrical
wiring from Landlord’s
designated
location(s)
to the Premises,
(c) purchasing
and installing
all building
equipment
for the Premises
(including
any
submeters
and other
above
building
standard electrical
equipment
approved
by Landlord),
(d) required
metering,
re-circuiting
or re-wiring
for metering,
equipment
rental, engineering
design
services,
consulting
services,
studies,
construction
services, cost
of billing
and collections,
and (e)
materials
and
labor. If
the entire
Construction
Allowance
is not exhausted
in constructing the Landlord
Work, then
up to Five Thousand
Seven
Hundred Ninety
and No/100
Dollars ($5,790.00)
of such unused
and remaining
portion (the "Excess
Allowance")
may be used by Tenant
as a credit
against
successive
installments
of Base
Rent
coming
due and
payable
under
the Lease
until exhausted,
provided
that
Tenant
designates
the amount of such Excess
Allowance,
if any,
to be applied
as a credit
against
Base
Rent within
sixty (60)
days after
the Commencement
Date by written
notice to Landlord.
Notwithstanding anything
in this Work
Letter
or the Lease
to the contrary,
if Tenant
does not
designate
the amount
of such
Excess Allowance,
if any,
to be applied
as a credit
against Base
Rent within
sixty
(60) days
after
the Commencement
Date, Tenant
shall
have
no further
right
to apply
the Excess
Allowance,
if any, as
a credit against
Base
Rent.
The Construction Allowance,
including
the Excess
Allowance
(but
excluding
the amount
designated
by Tenant
to be
applied
as a
credit
against
Base
Rent
in accordance
with
the foregoing)
made available
to Tenant under
this Work
Letter
must be utilized
for its intended
purpose
within one
hundred-eighty
(180) days of the Effective
Date or be forfeited
with no further obligation
on the part
of Landlord.


 


4. Construction.


 


(A)General
Terms.
Subject
to the
terms of
this Work
Letter,
Landlord
agrees to
cause leasehold
improvements
to be constructed
in the Premises
(the “Landlord
Work”) in
a good
and workmanlike
manner in
accordance
with the Approved
Construction
Documents. As
a part
of the Landlord
Work, Landlord
shall construct
a demising wall
to separate
the Premises
from
the adjoining
suite in
a location
mutually
agreeable
to Landlord
and Tenant
and approximately
located as
shown on Exhibit
A-1 attached
to the Lease,
using Building
standard
materials
and finishes,
and shall sheet
rock, sand
and paint
both sides of
said demising
wall, all
at Tenant’s
expense,
subject to application
of the Construction
Allowance,
to the extent
available.
Tenant
acknowledges
that Landlord
is not an architect
or engineer,
and that the Landlord
Work will
be designed
and performed
by independent
architects,
engineers
and contractors.
Accordingly,
Landlord
does not guarantee
or warrant
that the Approved Construction
Documents will comply
with Laws
or be free
from errors
or omissions,
nor that the Landlord Work
will be free from defects,
and Landlord
will have no liability
therefor. In
the event
of such errors,
omissions or defects,
and upon Tenant’s
written request,
Landlord
will use commercially
reasonable
efforts
to cooperate
with Tenant
in enforcing
any applicable
warranties.
In addition, Landlord’s
approval of the Construction
Documents or the Landlord
Work shall not be interpreted
to waive or otherwise modify
the terms
and provisions
of the Lease.
Except
with respect
to the economic
terms set
forth in
Paragraph
3 of this
Work
Letter, the terms
and provisions
contained
in this
Work Letter
shall survive the
completion
of the Landlord
Work and
shall govern in all
applicable
circumstances
arising under
the Lease
throughout
the term
of the Lease,
including the construction
of future improvements
in the Premises.
Tenant
acknowledges
that Tenant’s
Information
and the Approved
Construction
Documents must comply
with (i) the definitions
used by Landlord
for the electrical
terms
used in this
Work Letter,
(ii) the electrical
and HVAC
design
capacities
of the Building,
(iii) Landlord’s
policies
concerning
communications
and fire
alarm
services, and
(iv) Landlord’s
policies
concerning
Tenant’s
electrical
design
parameters,
including harmonic distortion.
Upon Tenant’s
request, Landlord will provide
Tenant a written
statement outlining
items (i) through
(iv) above.


 


(B)ADA
Compliance.
Landlord
shall,
as an
Operating
Expense,
be responsible
for
ADA (and
any
applicable
state accessibility
standard) compliance
for the core areas
of the Building
(including elevators,
Common
Areas, and
service
areas),
the Property’s
parking
facilities
and all
points of
access into
the Property.
Tenant
shall, at
its expense,
be responsible
for ADA (and
any applicable
state accessibility
standard) compliance
in the Premises,
including
restrooms
on any
floor now or hereafter
leased or
occupied in its entirety
by Tenant,
its Affiliates
or transferees.
Landlord shall not be responsible
for determining
whether Tenant
is a public accommodation
under ADA or
whether the Approved
Construction
Documents comply
with ADA requirements,
including submission of the
Approved
Construction
Documents
for
review
by appropriate
state
agencies.
Such
determinations,
if desired
by Tenant,
shall be
the sole responsibility
of Tenant.


 


(C)Substantial
Completion.
The Landlord
Work
shall be deemed
to be “Substantially


Complete”
on the date
that all
Landlord
Work
(other than
any
details
of construction,
mechanical


 


 




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adjustment
or any
other similar
matter, the
non-completion
of which
does not
materially
interfere
with Tenant’s
use or
occupancy
of the Premises)
has been
performed.
Time is
of the essence
in connection
with the obligations
of Landlord
and Tenant
under this
Work
Letter.
Landlord
shall not be liable
or responsible
for any
claims incurred
(or alleged)
by Tenant
due to any
delay
in achieving
Substantial
Completion
for any reason.
Tenant’s
sole and exclusive
remedy for any
delay in achieving
Substantial
Completion
for any
reason other
than Tenant Delay
(defined
below) shall
be the resulting
postponement
(if any)
of the commencement
of rental
payments
under the
Lease.
“Tenant
Delay” means
any act
or omission
of Tenant
or its
agents,
employees,
vendors or contractors
that actually
delays
the Substantial
Completion
of the Landlord
Work,
including: (i) Tenant’s
failure
to furnish information or approvals
within any
time period specified
in this Lease,
including the failure
to prepare
or approve
preliminary
or final plans by
any applicable
due date; (ii)
Tenant’s
selection
of non-building standard
equipment
or materials;
(iii) changes
requested
or made
by Tenant
to previously approved
plans and specifications;
or (iv) activities
or performance
of work
in the Premises
by Tenant
or Tenant’s
contractor(s)
during the performance
of the Landlord
Work.


 


5. Costs.


 


(A)
Change
Orders
and Cost
Overruns.
Landlord’s
approval
is required
in advance
of all
changes
to, and
deviations
from, the
Approved
Construction
Documents (each,
a “Change
Order”),
including any
(i) omission,
removal, alteration
or other modification
of any
portion of the Landlord
Work,
(ii) additional
architectural
or engineering
services,
(iii) changes
to materials,
whether building
standard materials,
specially ordered
materials,
or specially fabricated
materials,
or (iv) cancellation
or modification
of supply or
fabrication
orders.
Except
as otherwise
expressly
provided
in this
Work Letter,
all costs
of the Landlord
Work
in excess
of the Construction
Allowance including
Change
Orders
requested
by Tenant
and approved
by Landlord
which increase
the cost
of the Landlord Work
(collectively,
“Cost Overruns”)
shall be paid by
Tenant
to Landlord within ten (10)
days of receipt
of Landlord’s
invoice.
In addition,
at Landlord’s
election,
Landlord
may require
Tenant
to prepay
any projected
Cost Overruns within
ten (10) days of
receipt of Landlord’s
invoice for same. Landlord
may stop or decline
to commence
all or any
portion of the Landlord
Work
until such payment
(or prepayment)
of Cost Overruns
is received.
On or
before
the Commencement
Date,
and as a condition
to Tenant’s
right to take
possession of the Premises,
Tenant shall pay
Landlord the
entire
amount of
all Cost
Overruns,
less any
prepaid
amounts. Tenant’s
failure
to pay,
when
due, any
Cost Overruns or the cost
of any Change
Order
shall constitute an
event of default
under the Lease.


 


(B)
Construction
Management
Fee.
Within
ten (10) days
following the
date of
invoice, Tenant
shall, for supervision
and administration
of the construction
and installation
of the Landlord
Work, pay Landlord
a construction
management
fee equal
to five percent
(5%) of
the aggregate
contract price
for the Landlord Work,
which may
be paid from the unused
portion of the Construction
Allowance (if any).
Tenant’s
failure
to pay such
construction
management
fee when due shall constitute
an event
of default
under the Lease.


 


6. Acceptance.
By taking
possession of the
Premises,
Tenant
agrees
and
acknowledges
that
(i) the
Premises
are usable
by Tenant
as intended;
(ii) Landlord
has no
further
obligation
to perform
any Landlord
Work
or other construction
(except
punchlist
items,
if any
agreed
upon by Landlord
and Tenant
in writing);
and (iii)
both the Building
and the Premises
are satisfactory
in all respects.


 


 




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EXHIBIT
E


 


PARKING
AGREEMENT


 


This
Parking
Agreement
(the “Agreement”)
is attached
as an
Exhibit
to an
Office
Lease
(the “Lease”)
between
METZLER
ONE BUCKHEAD
PLAZA,
L.P.,
as Landlord,
and
SAFETY
QUICK LIGHT
LLC,
as Tenant,
for the Premises,
the Rentable
Square Footage
of which is
2,895 square
feet, located
on the 3rd floor of the Building.
Unless otherwise
specified, all capitalized
terms used in this Agreement
shall have
the same meanings
as in the
Lease.


 


1. As
of the Commencement
Date of
the Lease,
Tenant
shall take
and
pay for a
minimum
of five (5)
permits (based
upon a
ratio
of 2.0 parking
spaces
per 1,000
rentable square
leased)
allowing
access
to unreserved
spaces
in parking
facilities
which Landlord
provides for
the use of tenants
and occupants
of the Building
(the “Parking Facilities”).
Additionally,
at Tenant’s
sole option,
Tenant may
take up to
two (2)
additional
permits
(based
upon the current
parking ratio
of 2.7 parking
spaces
per 1,000 rentable
square leased
and occupied)
for the
Parking
Facilities,
if such permits
are then available.
During the Term
(including
any renewal
or extension), Tenant
shall pay Landlord’s
quoted monthly
contract
rate (as
set from
time to
time) for
each
unreserved
permit, which
is currently
$70.00 per month per unreserved
space,
plus any taxes
thereon.


 


To
the extent
reserved
parking
permits
are available,
Tenant
may convert
up to
one (1)
of the
aforementioned
unreserved
permits to
a reserved
permit in
the Parking
Facilities
at Landlord’s
quoted monthly
contract
rate (as
set from time
to time) for such
reserved
permit,
which is currently


$105.00
per month
per
reserved
parking
space,
plus any
taxes
thereon.
The location
of the
reserved
parking space
shall be mutually
agreed
upon by
Landlord and
Tenant,
and
in no
event
shall
Landlord
be obligated
to issue such
reserved
permit to Tenant
until such time
as the
parties have
mutually
agreed upon such
location.


 


2. Tenant
shall at all times
comply
with all Laws
respecting
the use of
the Parking
Facilities.
Landlord
reserves
the right
to adopt,
modify,
and enforce
reasonable
rules
and
regulations
governing
the use of
the Parking
Facilities
or the Property,
from time
to time, including
any key-card,
sticker,
or other identification
or entrance
systems
and hours
of operations.
Landlord
may refuse to permit
any person
who violates such rules
and regulations
to park in the Parking
Facilities,
and any
violation
of the rules and
regulations shall subject
the automobile
in question to removal from
the Parking Facilities.


 


3. Tenant
may validate
visitor parking
by such
method or
methods
as Landlord
may
approve,
at the validation
rate (as
set from
time to
time) generally
applicable
to visitor
parking.
Unless
specified
to the contrary
above, the parking
spaces for the parking
permits provided hereunder
shall be provided on
an unreserved,
“first-come,
first-served”
basis. Tenant
acknowledges
that
Landlord
has arranged
or may arrange
for the Parking
Facilities
to be operated
by an independent
contractor,
un- affiliated
with Landlord. In
such event,
Tenant
acknowledges
that Landlord shall
have no liability
for claims
arising through
acts or
omissions
of such independent
contractor.
Landlord
shall have
no liability
whatsoever
for any
damage
to vehicles or
any
other items
located
in or about the
Parking
Facilities,
and in all events,
Tenant agrees
to seek recovery
from its insurance
carrier
and to require Tenant’s
employees
to seek recovery
from their respective
insurance
carriers
for payment of any
property
damage
sustained
in connection
with any
use of the Parking Facilities.
Landlord reserves
the right to assign
specific
parking spaces, and
to reserve
parking spaces
for visitors,
small cars, handicapped
persons and for other
tenants, guests
of tenants
or other parties,
with assigned
and/or reserved
spaces. Such
reserved
spaces
may be
relocated
as determined
by Landlord from
time to time,
and Tenant
and persons
designated
by Tenant
hereunder
shall not park
in any
such assigned
or reserved
parking
spaces. Landlord
also reserves
the right to close all
or any portion of the Parking
Facilities,
at its discretion
or if required
by casualty,
strike, condemnation, repair,
alteration,
act of God, Laws,
or other reason
beyond Landlord’s
reasonable
control; provided,
however, that except
for matters beyond
Landlord’s
reasonable
control, any
such closure shall be temporary
in nature.
If Tenant’s
use of any
parking permit
is precluded
for any
reason,
Tenant’s
sole remedy
for any
period
during which
Tenant’s
use of
any parking
permit is
precluded shall
be abatement
of parking
charges
for such precluded
permits.
Tenant shall not assign
its rights
under this Agreement
except
in connection
with a Permitted Transfer.


 


4. Tenant’s
failure
to pay
for any
of the above-referenced
parking
permits or
to otherwise comply
with any
provision of
this Agreement
shall constitute
an Event
of Default
under the Lease.
In addition
to any rights
or remedies
available
to Landlord in the event
of a Monetary
Default
under


 


 




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the Lease,
Landlord
shall have
the right
to cancel
this Agreement
and/or remove
any
vehicles
from the Parking Facilities.


 


 




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EXHIBIT
F


 


SPECIAL
STIPULATIONS


 


These
Special
Stipulations
(“Special
Stipulations”)
are attached
to and
made
an integral
part of an
Office
Lease
(the “Lease”)
between
METZLER
ONE BUCKHEAD
PLAZA,
L.P.,
as Landlord,
and SAFETY
QUICK
LIGHT
LLC,
as Tenant,
for the Premises,
the Rentable
Square Footage
of which is 2,895 square
feet, located
on the 3rd floor of One Buckhead
Plaza.
In the event
of any
conflict
between
the provisions
of these Special
Stipulations
and any
other provision
of the Lease,
the provisions
of these
Special
Stipulations
shall govern
and control and
shall
supersede
such other conflicting
provisions
of the Lease.
Unless
otherwise specified,
all capitalized
terms used herein
shall have
the same
meanings
as in the Lease.


 


 


NONE.


 


 




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EXHIBIT
G


 


GREEN
BUILDING REQUIREMENTS


 


These
Green
Building
Requirements
are
attached
as an
Exhibit
to an
Office
Lease
(the “Lease”)
between
METZLER
ONE BUCKHEAD
PLAZA, L.P.,
as Landlord,
and
SAFETY
QUICK LIGHT
LLC,
as Tenant,
for the Premises,
the Rentable
Square Footage
of which is
2,895 square
feet, located
on the 3rd floor of the Building.
Unless otherwise
specified, all capitalized
terms used in this
Exhibit
shall have
the same
meanings
as in the
Lease.
In the event
of any conflict
between
the Lease
and this Exhibit,
the latter
shall control.


 


The
Building
employs
green
building operations
and maintenance
practices.
Landlord’s
goal
is to provide
the tenants
of the Building
with improved
indoor air
quality
and the
lowest possible
utility
costs while preserving
the environment
for generations
to come.


 


I. ENERGY
& ATMOSPHERE


Utilities
are the
highest
controllable
expense
category
for
commercial
office
buildings
according
to BOMA
International.
For this
reason,
Landlord
encourages
the following
energy
conservation
measures.


a.ENERGY
STAR® Labeled
Products


Landlord recommends that
ENERGY STAR® labeled appliances (refrigerators, dishwashers, washers, etc.) and, if applicable, commercial food service equipment
are installed in the Premises because these are such big energy consumers. To find products visit: www.energystar.gov/products.


b.
Lighting


The Building’s lighting
standard is based on the Illuminating Engineering Society of North America (IESNA) Lighting Handbook, LEED® for Existing Buildings
and U.S. EPA’s ENERGY STAR® policies and guidelines regarding lighting for commercial buildings. The EPA’s website
for lighting is http://www.energystar.gov/index.cfm?c=lighting.pr_lighting. Where possible, Tenant shall use LED, compact fluorescent
lighting or similar bulbs for lighting in the Premises when replacing bulbs in the wall fixtures or any portable indirect lighting.


II. Green
Cleaning


The Building has a high-performance,
sustainable cleaning policy to reduce the exposure of building occupants and maintenance personnel to potentially hazardous chemical,
biological and particulate contaminants, which adversely affect air quality, human, health, building finishes, building systems
and the environment. As part of this policy, Landlord uses environmentally sensitive cleaning products and paper made from recycled
content. Landlord encourages the same practices from tenants.


III. Integrated
Pest Management


The Building manages indoor
pests in a way that protects human health and the surrounding environment. Integrated Pest Management (IPM) calls for using least-toxic
chemical pesticides, minimum use of chemicals and using chemicals only in targeted locations and only for targeted species. Tenants
have an important role in IPM. Generally, tenants are asked to keep their premises clean and to call Building management upon becoming
aware of a pest issue.


IV. Recycling Program


The Building has a recycling
program that includes the collection and sorting of dry-cell type batteries used in office equipment and daily consumables such
as paper, cardboard, metals, plastic, glass etc. The success of the Building’s recycling program is dependent on participation
by tenants of the Building.


V. Tenant Alterations &
Improvements


To reduce the indoor air quality
impact of the materials used in tenant finish-outs, Landlord recommends use
of products
meeting
the
following
criteria:


		•	Low-VOC
(volatile
organic
compounds)
adhesives
and sealants
defined
as having
a VOC content
less
than the
current
VOC content
limits of
South Coast
Air Quality
Management
District (SCAQMD)
Rule
#1168, or
sealants
used as fillers
that meet
or exceed
the
requirements
of the
Bay Area
Air Quality
Management
District Regulation
8, Rule
51.



		•	Low-VOC
paints
and
coatings
that meet
Green
Seal’s
Standard
GS-11
requirement.



 


 




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		•	Non-carpet
finished
flooring
that
is FloorScore-certified



		•	Carpet - Loop
construction, broadloom or carpet tile that meets the CRI Green Label Plus testing program that is 100% recyclable. Preferably,
the carpet should contain recycled content.



		•	Carpet cushion
that meets the CRI Green Label Plus testing program and is 100% recyclable.



		•	Composite panels
and agrifiber products such as particle board, oriented-strand board (OSB), medium-
density
fiberboard
(MDF), etc.,
that contain
no added
urea-formaldehyde
resins.



 


Helpful
websites
are www.greenseal.org
and www.greenguard.org
and http://www.buildinggreen.com.


 


 


 


 


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