Exhibit 10.18

 

SUBLEASE

 

THIS SUBLEASE (this “Sublease”) is made as of June       , 2010, by and between LIGHTBANK LLC., a Delaware limited liability company having an address at 600 West Chicago Ave., Suite 620, Chicago, Illinois 60610, Attention: Brad Keywell (“Sublandlord”), and GROUPON, INC., a Delaware corporation, having an address at 600 West Chicago, Suite 725, Chicago, Illinois 60610, Attention: Brad Dowries (“Subtenant”).

 

W  I  T  N  E  S  S  E  T  H:

 

WHEREAS, 600 West Chicago Associates LLC, a Delaware limited liability company (“Overlandlord”), as landlord, and Sublandlord, as tenant, entered into a lease dated as of June    , 2010, (the “Overlease”), demising certain premises on the seventh (7th) floor comprising 11,347 rentable square feet (the “Premises”) in the building located at and known by the street address of 600 West Chicago Avenue, Chicago, Illinois (the “Building”), such Premises being more particularly described in the Overlease; and

 

WHEREAS, a redacted copy of the Overlease is attached hereto as Exhibit B; and

 

WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant desires to hire from Sublandlord, a portion of the Premises initially comprising Seven Thousand Five Hundred (7,500) rentable square feet, as more particularly shown on the floor plan annexed hereto as Exhibit A (the “Sublease Premises”), upon all of the terms and conditions hereinafter set forth;

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, Sublandlord and Subtenant, for themselves, their successors and assigns, hereby agree as follows:

 

1.  SUBLEASING; EXPANSION/REDUCTION OF SUBLEASE PREMISES.

 

A.            Upon the terms and conditions hereinafter set forth, Sublandlord hereby subleases to Subtenant and Subtenant hereby hires from Sublandlord the Sublease Premises.

 

B.            Sublandlord and Subtenant acknowledge and agree that the initial rentable square footage of the Sublease Premises is 7,500 square feet as set forth in the Floor Plan attached hereto as Exhibit A. Notwithstanding the foregoing:

 

(i)            at any time and from time to time during the Term of this Sublease, upon at least ninety (90) days’ prior written notice (a “Reduction Notice Period”), Sublandlord shall have the right to deliver to Subtenant a written notice (a “Sublease Premises Reduction Notice”) pursuant to which the Sublease Premises shall be reduced in size to exclude all or any portion of the Sublease Premises (the “Reduction Sublease Premises”), which Reduction Sublease Premises shall (i) be depicted on a floor plan attached to the applicable Sublease Premises Reduction Notice and (ii) result in the reduced Sublease Premises being one contiguous space. In the event that Sublandlord delivers a Sublease Premises Reduction Notice to Subtenant then, effective as of the first day of the first full calendar month following the applicable Reduction Notice Period:

 











 

(a) the applicable Reduction Sublease Premises shall be excluded from the Sublease Premises and Subtenant’s right to use and/or occupy the Reduction Sublease Premises shall immediately terminate and be of no further force and effect and Subtenant shall vacate the Reduction Sublease Premises and remove all of its personal property therefrom, (b) all references in the Sublease to the “Sublease Premises” shall expressly exclude the Reduction Sublease Premises, (c) for purposes of calculating the Monthly Fixed Rent payable hereunder, the rentable square footage of the Sublease Premises shall be decreased so as to exclude the applicable Reduction Sublease Premises, and (d) for purposes of calculating the Subtenant’s Proportionate Share for paying Additional Rent pursuant to Paragraph 4(A) hereof, the rentable square footage of the Sublease Premises shall be decreased by the rentable square footage of the applicable Reduction Sublease Premises.

 

(ii)           subject to the terms and provisions of Paragraph I (B)(iii) below, at any time and from time to time during the Term of this Sublease, upon at least ninety (90) days’ prior written notice (an “Expansion Notice Period”), Sublandlord shall have the right to deliver to Subtenant a written notice (a “Sublease Premises Expansion Notice”) pursuant to which the Sublease Premises shall be expanded to include all or any portion of the Premises not then included as part of the Sublease Premises (the “Expansion Sublease Premises”), which Expansion Sublease Premises shall (i) be depicted on a floor plan attached to the applicable Sublease Expansion Notice and (ii) be contiguous to the then existing Sublease Premises. Subject to the terms and provision of Paragraph 1(B)(iii) below, in the event that Sublandlord delivers a Sublease Premises Expansion Notice to Subtenant then, effective as of the first day of the first full calendar month following the applicable Expansion Notice Period: (a) the applicable Expansion Sublease Premises shall be included as part of the Sublease Premises and Subtenant’s use and occupancy thereof shall be subject to all of the terms and provisions of this Sublease and the Overlease, (b) all references in this Sublease to the Sublease Premises shall include the Expansion Sublease Premise, (c) for purposes of calculating the Monthly Fixed Rent payable hereunder, the rentable square footage of the Sublease Premises shall be increased to include the applicable Expansion Sublease Premises, and (d) for purposes of calculating the Subtenant’s Proportionate Share for paying Additional Rent pursuant to Paragraph 4(A) hereof, the rentable square footage of the Sublease Premises shall be increased by the applicable Expansion Sublease Premises; and

 

(iii)          notwithstanding anything to the contrary contained in Paragraph 1(B)(ii) above, in no event shall the rentable square footage of the Sublease Premises be expanded in excess of 7,500 square feet (being the initial rentable square footage of the Sublease Premises as of the Commencement Date), unless within ten (10) business days after receipt by Subtenant of a Sublease Premises Expansion Notice from Sublandlord, Subtenant delivers to Sublandlord a written consent (an “Expansion Consent”) to expanding the Sublease Premises in excess of 7,500 rentable square feet. If (i) Sublandlord delivers a Sublease Premises Expansion Notice to Subtenant which expansion of the Sublease Premises would result in the Sublease Premises being in excess of 7,500 rentable square feet and (ii) Subtenant fails to deliver an Expansion Consent to such Sublease Premises Expansion Notice within the above-described ten (10) business day period, then, in such event, the Sublease Premises Expansion Notice shall be deemed null and void and of no force and effect and the Sublease Premises shall not be expanded pursuant to such Sublease Premises Expansion Notice. Notwithstanding anything to the contrary contained in this Paragraph 1(B)(iii), no Expansion Consent shall be required for any Sublease

 

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Premises Expansion Notice which expansion would result in the rentable square footage of the Sublease Premises being 7,500 rentable square feet or less.

 

2.  TERM OF SUBLEASE. The term of this Sublease (the “Term”) shall commence on October 1, 2010 (the “Commencement Date”), and shall end on March 30, 2017 (the “Expiration Date”) or on such earlier date upon which this Sublease shall expire or be canceled or terminated pursuant to any of the conditions or covenants of this Sublease or pursuant to law. Subject to Sublandlord completing Tenant’s Initial Alterations (as defined in the Overlease) as they relate to the Sublease Premises, Subtenant agrees to accept the Sublease Premises on the Commencement Date in its “AS IS” condition, and agrees that other than the completion of Tenant’s Initial Alterations, Sublandlord shall not be required to perform any work, supply any materials, or incur any expense to prepare the Sublease Premises for Subtenant’s occupancy.

 

3.  FIXED RENT.

 

A.            Subtenant shall pay to Sublandlord, without notice or demand, and without any set-off, counterclaim, abatement or deduction whatsoever, except as may be expressly set forth in this Sublease, in lawful money of the United States by check or federal wire transfer of immediately available funds: (i) Fixed Rent in monthly installments, in advance, on the first (1st) day of each calendar month during the Term, commencing on the Commencement Date (except that the first full month’s installment of Fixed Rent shall be paid concurrently herewith pursuant to Section 4(C) hereof), and (ii) Additional Rent, at the times and in the manner set forth in this Sublease. Except as otherwise expressly set forth in this Sublease, Subtenant’s obligations to pay Rent are independent of each and every covenant contained in this Sublease.

 

B.            Sublandlord and Subtenant hereby acknowledge and agree that pursuant to Paragraph 1(B) of this Sublease, the rentable square footage of the Sublease Premises can increase and/or decrease from time to time. Accordingly, the amount of Monthly Fixed Rent payable hereunder for any given calendar month of the Sublease Term shall be calculated based upon the following formula:

 

(i) the Rentable Rate Per Rentable Square foot of the Sublease Premises for such calendar month as set forth on Exhibit C hereof; (ii) multiplied by the then rentable square footage of the Sublease Premises for such calendar month (as may have been increased or decreased pursuant to Paragraph 1(B) hereof; (iii) divided by 12.

 

Sublandlord and Subtenant hereby acknowledge and agree that the initial rentable square footage of the Sublease Premises is 7,500 square feet and accordingly, the Monthly Fixed Rent payable hereunder for the first full calendar month of the Term is $14.062.50, being ($22.50 x 7,500.00)/12

 

C.            Subtenant shall pay to Sublandlord an amount equal to the first full month of Fixed Rent due under this Sublease upon the execution of this Sublease by Subenant, which payment shall be applied by Sublandlord to the first month’s Fixed Rent due under this Sublease.

 

D.            Notwithstanding anything to the contrary set forth in Exhibit C, so long as Subtenant is not then in monetary default beyond any applicable notice or grace and cure periods

 

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under this Sublease on Subtenant’s part to be observed or performed, Subtenant shall be entitled to a one-time credit against its obligation to pay Fixed Rent (but not Additional Rent) in the aggregate amount of Fifty Six Thousand Two Hundred Fifty and No/100 Dollars ($56,250.00) (the “Rent Credit”), to be applied at the rate of Fourteen Thousand Sixty Two and 50/100 ($14,062.50) per month against the full monthly installments of Fixed Rent only, for the months of November 2010 through and inlcuding February 2011.

 

4.  ADDITIONAL RENT.

 

(a)  Upon ten (10) days’ written notice from Sublandlord, Subtenant shall pay to Sublandlord as Additional Rent hereunder Subtenant’s Proportionate Share of all Additional Rent Payable by Sublandlord, as Tenant under the Overlease. For purposes hereof, Subtenant’s “Proportionate Share” at any time and from time to time shall be equal to the rentable square footage of the Sublease Premises at the applicable time, divided by 11,347, being the rentable square footage of the Premises. If Sublandlord shall be charged for any other sums pursuant to the provisions of the Overlease allocable to the Sublease Premises, then Subtenant shall be liable for such sums with respect to the Sublease Premises, and such sums shall be deemed Additional Rent and collectible as such and shall be payable by Subtenant upon ten (10) days’ written notice from Sublandlord.

 

(b)  Reibursement for Tenant’s Initial Alterations. In addition to the Additional Rent payable by Subtenant pursuant to Paragraph 4(a) above, Subtenant shall pay to Sublandlord, as Additional Rent, sixty six and 10/100 percent (66.10%) of (i) the amount, if any, by which the actual costs of Tenant’s Initial Alterations incurred by Sublandlord as Tenant under the Overlease exceeds Landlord’s Contribution actually paid by Overlandlord to Sublandlord pursuant to Section 5.2(a) of the Overlease plus (ii) the amount, if any, by which the actual costs of the Base Building Work incurred by Sublandlord as Tenant under the Overlease exceeds Landlord’s Base Building Contribution actually paid by Overlandlord to Sublandlord pursuant to Section 5.3 of the Overlease, and such sums shall be deemed Additional Rent and collectible as such and shall be payable by Subtenant upon ten (10) days’ written notice from Sublandlord.

 

(c)  Terms of Payment. All amounts payable by Subtenant pursuant to this Section 4 shall be deemed Additional Rent hereunder (and any default in the payment thereof beyond any applicable grace, notice or cure periods shall have the same remedies as a default beyond any applicable grace, notice or cure periods, in the payment of Fixed Rent). Any failure or delay by Sublandlord in submitting a statement or bill for any Additional Rent under this Sublease shall not constitute a waiver of or in any way impair Subtenant’s obligation to pay such Additional Rent.

 

5.  PAYMENT. The Fixed Rent, Additional Rent and all other charges, costs and expenses payable by Subtenant under this Sublease (herein collectively “Rental”) shall be paid to Sublandlord at the office of Sublandlord set forth above or at such other place as Sublandlord may designate, as and when the same becomes due and payable, without notice or demand therefor and without any deduction, credit, set-off, counterclaim or abatement whatsoever. In every case in which Subtenant is required to pay to Sublandlord a sum of money and said sum (or any portion thereof) is not paid within five (5) days when due, interest at the rate of 4% above the “prime rate” as established by Citibank, N.A or the maximum percent permitted by law,

 

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whichever is less (herein “Applicable Rate”) shall be payable on such sum (or so much thereof as shall be unpaid) from the date said sum becomes due until the date the unpaid amount is paid. The provisions set forth above are in addition to any other rights or remedies available to Sublandlord on account of Subtenant’s failure to pay Fixed Rent or Additional Rent or other Rental hereunder.

 

6.  USE. The Sublease Premises shall be used only for general and executive offices and for no other purposes. .

 

7.  INCORPORATION OF THE OVERLEASE. (a) The terms, covenants and conditions of the Overlease (except such as by their nature or purport do not relate to the Sublease Premises or are inapplicable or inappropriate to the subleasing of the Sublease Premises pursuant to this Sublease or are inconsistent with any of the provisions of this Sublease) are hereby incorporated in and made part of this Sublease with the same force and effect as though set forth at length herein.

 

(b) Limitation on Sublandlord’s Obligations: Default by Overlandlord. Notwithstanding anything herein contained, the only services or rights to which Subtenant is entitled hereunder are those to which Sublandlord is entitled under the Overlease, and for all such services and rights, Subtenant will look solely to Overlandlord (but will be responsible to pay for all additional services ordered by or on behalf of Subtenant and provided to the Sublease Premises set forth therein, if Sublandlord is required to pay Overlandlord for same pursuant to the provisions thereof). Sublandlord hereunder assumes no liability for any covenants, representations or warranties made by Overlandlord under the Overlease. In the event of any default of performance by Overlandlord under the Overlease, Sublandlord agrees that it will, upon written request from Subtenant, make demand upon Overlandlord to perform its obligations under the Overlease. Nothing contained in this Sublease shall be deemed to obligate the Overlandlord to perform any work in or to the Sublease Premises (as the same may be expanded or reduced in size pursuant to the terms hereof) or to contribute to the cost thereof.

 

8.  SUBORDINATION. This Sublease is subject and subordinate to all of the terms, covenants, conditions and obligations of the Overlease, and to the matters to which the Overlease is or shall be subordinate, and in the event of the termination, re-entry or dispossession by Overlandlord under the Overlease, Overlandlord may, at its option, terminate this Sublease or take over all of the right, title and interest of Sublandlord under this Sublease and Subtenant shall, at Overlandlord’s option, attorn to Overlandlord pursuant to the then executory provisions of this Sublease, except that Overlandlord shall not be (i) liable for any act or omission of Sublandlord under this Sublease, unless such act or omission continues after attornment, (ii) subject to any defense or offset which Subtenant may have against Sublandlord, (iii) bound by any previous payment by Subtenant of more than 30 days in advance of the due date (unless actually received by Overlandlord), (iv) bound by any obligation under this Sublease to make any payment to or on behalf Subtenant, (v) bound by any obligation to perform any work or make any improvements to the Sublease Premises„ (vi) bound by any amendment or modification of this Sublease which has not been consented to in writing by Overlandlord, or (vii) bound to return any security deposit until such deposit has come into Overlandlord’s possession and Subtenant would otherwise be entitled to the return thereof in accordance with the provisions of this Sublease.

 

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9.  ASSIGNMENT AND SUBLETTING. Notwithstanding anything contained in this Sublease, Subtenant shall not encumber this Sublease or the Sublease Premises, assign this Sublease, or sublease the Sublease Premises in whole or in part or permit Subtenant’s interest in this Sublease to be vested in any third party by operation of law or otherwise without in each instance the prior written consent of Sublandlord (and, if required by the Overlease, of Overlandlord).

 

10.           SUBLANDLORD’S RIGHT TO CURE. If Subtenant fails beyond applicable grace, notice and cure periods to perform any of its obligations hereunder in accordance with the terms hereof, then, after notice to Subtenant (except in case of emergency), Sublandlord may (but shall not be obligated to) cure such failure for the account of and at the expense of Subtenant, and the amount of any costs, payments or expenses incurred by Sublandlord in connection with such cure (including reasonable counsel fees) shall be payable by Subtenant to Sublandlord as Additional Rent on demand.

 

11.           INSURANCE. With respect to the Sublease Premises only, the Subtenant shall comply with the insurance requirements imposed upon Sublandlord, as “Tenant” under the Overlease as incorporated herein by reference. Such insurance shall name Sublandlord and Overlandlord as additional insured, as their respective interests may appear. Subtenant shall furnish Sublandlord with certificates evidencing such insurance prior to occupying the Sublease Premises.

 

12.           END OF TERM/HOLDING OVER. (a) Upon the expiration or other termination of the Term of this Sublease, Subtenant (I) shall quit and surrender the Sublease Premises and the Improvements and Installations in as good condition as existed as of the Sublease Commencement Date, reasonable wear and tear excepted and (II) shall remove all of its business machinery and equipment, communication equipment, moveable fixtures, furniture, furnishings, decorations and articles of personal property owned by Subtenant (herein “Subtenant’s Property”), and (III) shall otherwise deliver the Sublease Premises back to Sublandlord in good operating order and condition. Upon any such removal, Subtenant shall, immediately and at its expense, repair and restore the Sublease Premises to the condition existing prior to the making of such Alteration and shall repair any damage to the Sublease Premises (or the Building) due to such removal.

 

13.           NOTICES. Any notices to be given under this Sublease shall be in writing and shall be sent by personal hand delivery or registered or certified mail, return receipt requested. If such notice is directed to Subtenant, it shall be addressed to Subtenant at 600 West Chicago, Suite 725, Chicago, IL 60610, Attention: Dave Menzel, and if such notice is directed to Sublandlord, it shall be addressed to Sublandlord at 600 West Chicago, Suite 620, Chicago, IL 60610 Attn: Brad Keywell. Either party may, by notice in writing, direct that future notices or demands be sent to a different address and to the attention of such other people as either Sublandlord or Subtenant shall designate. Notices so sent shall be deemed given (i) if sent by personal hand delivery, upon delivery thereof, and (ii) if sent by register or certified mail, upon receipt by the party in question or the first attempted delivery, if delivery is refused and is so indicated on the return receipt.

 

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14.           SECURITY DEPOSIT.

 

A.  In addition, upon the execution hereof by Subtenant, Subtenant shall deposit with Sublandlord a check in the amount of Sixty Six Thousand One Hundred and No/100 Dollars ($66,100.00) (“Security Deposit”) as security for the faithful performance and observance by Subtenant of the terms of this Sublease. If Subtenant defaults in the full and prompt payment or performance of any of Subtenant’s covenants and obligations under this Sublease (beyond any applicable notice and period of cure), including, but not limited to, the payment of Fixed Rent and Additional Rent, Sublandlord may, but shall not be required to, use, apply or retain the whole or any part of the security so deposited and the interest accrued thereon, if any, including for any sum which Sublandlord shall have expended by reason of Subtenant’s default in respect of any of the terms, covenants and conditions of this Sublease, whether accruing before or after summary proceedings or other re-entry by Sublandlord. If Sublandlord shall so use, apply or retain the whole or any part of the security or the interest accrued thereon, if any, Subtenant shall within ten days of written demand immediately deposit with Sublandlord a sum equal to the amount so used, applied or retained, as security as aforesaid failing which Sublandlord shall have the same rights and remedies as for the non-payment of Fixed Rent beyond the applicable notice and cure period. If Subtenant shall fully and faithfully comply with all of Subtenant’s covenants and obligations under this Sublease, the security or any balance thereof, with the interest actually earned thereon, shall be returned or paid over to Subtenant within thirty (30) days after the date fixed as the end of this Sublease.

 

B.  Provided the following has occurred during the first two (2) years after the Sublease Commencement Date (the “Reduction Event”): (x) Subtenant has reimbursed Sublandlord for all amounts payable pursuant to Paragraph 4(b) hereof, and (y) No event of default shall have occurred and is then continuing hereunder, the amount of the Security Deposit shall be reducible on a one-time basis by the sum of Sixteen Thousand Five Hundred Twenty Five Dollars ($16,525.00) from Sixty Six Thousand One Hundred ($66,100.00) to th sum of Forty Nine Thousand Five Hundred Seventy Five Dollars ($49,575.00).

 

Upon the occurrence of the Reduction Event, Subtenant may notify sublandlord in writing that the Security Deposit should be reduced (a “Reduction Notice”). For the sake of certainty, the Reduction Notice may not be given before the second anniversary of the Commencement Date. In the event the Reduction Event has occurred, Sublandlord shall, within ten (10) business days after receipt of a Reduction Notice, return to Subtenant the appropriate portion of the Security Deposit, as set forth above.

 

15.           PARKING. With respect to parking and Section 10.7 of the Overlease, Sublandlord is not providing any parking to Subtenant. Subtenant shall negotiate independently with Overlandlord with respect to renting additional parking spaces at Subtenant’s sole cost and expense.

 

16.           MISCELLANEOUS. (a) Merger. All prior understandings and agreements between the parties are merged within this Sublease, which alone fully and completely sets forth the understanding of the parties; and this Sublease may not be changed or terminated orally or in any manner other than by an agreement in writing and signed by the party against whom enforcement of the change or termination is sought.

 

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(b) Successors and Assigns. This Sublease shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

 

	
 
    	
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IN WITNESS WHEREOF, Sublandlord and Subtenant do hereby execute this Sublease as of the date and year first above written.

 

	
 
    	
SUBLANDLORD:
    
	
 
    	
 
    
	
 
    	
LIGHTBANK, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Eric Lefkofsky
    
	
 
    	
 
    	
Name:
    	
Eric   Lefkofsky
    
	
 
    	
 
    	
Title :
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SUBTENANT:
    
	
 
    	
 
    
	
 
    	
GROUPON, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bradley Downes
    
	
 
    	
 
    	
Name:
    	
Bradley   Downes
    
	
 
    	
 
    	
Title:
    	
SVP Finance
    


 

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