ex10_2.htm


    FIRST AMENDMENT TO SUBLEASE
AGREEMENT

     

    This
First Amendment to Sublease Agreement (the "First Amendment") is made effective
this 3rd day of
March, 2009 (the "Effective Date") by and between Data Center 101, LLC a limited
liability company organized under the laws of the State of Ohio, or its assigns
(“Sublandlord”), and iBeam Solutions, LLC a limited liability company organized
under the laws of the State of Ohio, or its permitted assignee
(“Subtenant”).

     

    Background
Information

     

    Sublandlord
and Subtenant entered into that certain Sublease Agreement dated February 10,
2009 (the "Sublease") for property located on the third floor (the "Premises")
at 101 East Town Street, Columbus, Ohio 43215 (the "Property").

     

    Agreement

     

    NOW
THEREFORE, in consideration of the promises contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Sublandlord and Subtenant agree as follows:

     

    
      	
              1.  

            	
              Exhibit
      “A1” Drawing of Leased Premises is hereby attached and incorporated to
      Sublease Agreement and replaces Exhibit
"A".

            


    

     

    
      	
              2.  

            	
              Exhibit
      “D1” is hereby agreed to and executed by Sublandlord and
      Subtenant.

            


    

     

    
      	
              3.  

            	
              Exhibit
      “01” is hereby incorporated and attached to Sublease
      Agreement.

            


    

     

    
      	
              4.  

            	
              Exhibit
      “F1” is hereby incorporated and attached to the Sublease Agreement and the
      service contracts are assigned to
Subtenant.

            


    

     

    Except
for the modifications set forth above, all other terms and conditions of the
Lease remain unchanged and in full force and effect. Sublandlord and Subtenant
hereby ratify, restate and reaffirm all of the terms and conditions of the Lease
and their respective rights and obligations thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      IN
WITNESS WHEREOF, the parties have executed this First Amendment as of the day
and year first above written.

       

      
        	
                SUBLANDLORD:

              	
                SUBTENANT:

              
	 
      	 
      
	
                By:
      /s/ Chuck
    Maynard

              	
                By:
      /s/ Eric V.
      Schmidt

              
	
                Its:
      Authorized Agent

              	
                Its:
      President

              


      

      


       

      STATE OF
OHIO

       

      COUNTY OF
FRANKLIN

       

      BE IT
REMEMBERED, that on this 3rd day of
March, 2009, before me, the subscriber, a Notary Public in and for said County
and State, personally appeared Chuck Maynard an Authorized agent of Data
Center101, LLC who executed the foregoing instrument, and acknowledged such
execution to be his and its free and voluntary act and deed for the uses and
purposes mentioned therein.

       

      IN
TESTIMONY THEREOF, I have hereunto signed my name and affixed my official seal
on the day and year aforesaid.

       

       

      /s/ Regan A.
Packowski

      Notary Public

       

      STATE OF
OHIO

       

      COUNTY OF
FRANKLIN

       

      BE IT
REMEMBERED, that on this 3rd day of
March, 2009, before me, the subscriber, a Notary Public in and for said County
and State, personally appeared Eric V. Schmidt, the President of iBeam
Solutions, LLC who executed the foregoing instrument, and acknowledged such
execution to be his and its free and voluntary act and deed for the uses and
purposes mentioned therein.

       

      IN
TESTIMONY THEREOF, I have hereunto signed my name and affixed my official seal
on the day and year aforesaid.

       

       

      /s/ Regan A.
Packowski

      Notary Public

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        (e)
Sublandlord shall, upon its receipt of written notice from Subtenant of the
exercise of either or both of the Option Terms, timely and validly exercise its
option to extend the Term of the Lease for each corresponding time
period;

         

        (f)
Sublandlord has received written approval from Landlord of this Sublease, a copy
of which is attached hereto as Exhibit H;

         

        (g)
Sublandlord has received no notice or claim that Sublandlord is in default or
breach of any provision of any of the Service Contracts, and all of the Service
Contracts are in full force and effect;

         

        (h)
Sublandlord shall. from the date hereof until and including the Effective Date
of the Assignment and Assumption of Service Contracts attached hereto as Exhibit
F. (i) perform and observe all of the terms, conditions. covenants, provisions
and agreements of the Service Contracts, and (ii) not do or not cause to be done
or suffer or permit any act or thing to be done which would or might cause the
Service Contracts. or any of them, or the rights of Sublandlord thereunder to be
cancelled. terminated or forfeited;

         

        (i)
Sublandlord shall, at all times hereunder, maintain and provide to the Leased
Premises dual power feeds from not less than two (2) independent
sources/providers (Le., American Electric Power and Columbus Public Utilities),
and Sublandlord shall present evidence of same upon written request by
Subtenant; and

         

        (j)
Sublandlord shall, at all times hereunder, maintain and provide to the Leased
Premises not less than two (2) independent carriers or providers of bandwidth
for internet access, and Sublandlord shall present evidence of same upon written
request by Subtenant.

         

        §47.
ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS

         

        In
addition to the sublease of the Leased Premises, Sublandlord shall assign to
Subtenant all of Sublandlord's right, title, and interest in and to Service
Contracts associated with the Leased Premises pursuant to the terms and
conditions of that certain Assignment and Assumption of Service Contracts of
even date herewith, a copy of which is attached hereto as Exhibit F. A true and
accurate copy of each and every Service Contract is attached to the Assignment
and Assumption of Service Contracts, and the same are incorporated herein by
this reference. However, Subtenant and Sublandlord agree that to the extent that
Subtenant is in default under this Sublease beyond all applicable cure periods.
that the Service Contracts shall be immediately assigned, transferred and
conveyed from Subtenant to Sublandlord and Subtenant agrees that Subtenant shall
provide written notice to all parties to the Service Contracts that Sublandord
is the party to whom all payments shall be made under the various Service
Contracts.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      §44.
SUCCESSORS IN INTEREST

       

      Except as
otherwise provided in this Sublease, all provisions of this Sublease shall be
binding upon, inure to the benefit of, and be enforceable by and against the
respective heirs, personal representatives, successors, and assigns of each
party to this Sublease.

       

      . §45.
RIGHT OF FIRST REFUSAL

       

      If
Sublandlord receive a bona fide offer from a third party to sublease .all or any
part of the remainder of the Premesis during the Term of this Sublease, or any
extension or renewal hereof, which offer Sublandlord desires to accept,
Sublandlord shall, before accepting such offer, notify Subtenant in writing of
all the terms and conditions thereof, including, without limitation, the square
footage, term, base rent, and percentage rent of the proposed sublease, and
shall first offer to Subtenant that portion of the Premises identified in such
notice to Subtenant upon the same terms and conditions. Upon receipt of any such
notice and offer from Sublandlord, Subtenant shall have ten (10) business days
thereafter within which· to accept the same. Should Subtenant fail to accept any
such offer within said ten (10) business day period, Sublandlord shall be free
to sublease the Premises to the sublease identified in its notice to Subtenant.
In the event Subtenant declines such right of first refusal for any portion of
the Building and Sublandlord subsequently fails to enter into a sublease on such
terms and conditions as conveyed to Subtenant, Subtenant's right of first
refusal shall automatically renew and remain in effect thereafter.

      


      §46.
SUBLANDLORD'S WARRANTIES

       

      Sublandlord
hereby represents and warrants to Subtenant as follows:

       

      (a) Attached hereto as Exhibit G isa
true and accurate copy of the Lease, and the same has not been amended, modified
or terminated;

       

      (b) Sublandlord has received no notice
of any claims by Landlord that Sublandlord is in default or breach of any
provision of the Lease, and the Lease is in full force and effect;

       

      (c) Sublandlord has received no notice
of any violation of any federal, state or local ordinance, statute, law, rule,
regulation or requirement (the "Laws") affecting the Premises, the Building or
any portion thereof, nor does Sublandlord have knowledge of any condition or
circumstance which would constitute a violation of the Laws;

       

      (d) Sublandlord shall: (i) perform and
observe all of the terms, conditions, covenants, provisions and agreements of
the Lease on Sublandlord's part to be performed, and (ii) except as otherwise
set forth in this Sublease to the contrary, not do or not cause to be done or
suffer or permit any act or thing to be done which would or might cause the
Lease or the rights of Sublandlord as tenant thereunder to be cancelled,
terminated or forfeited;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      D1
- SubLandlord Construction Schedule

       

      SubTenant
& SubLandlord agree to the following:

       

      
        


         

        Item
Description

         

        


      

      - Modify
Fence Around Core (CI/Four Points)

       

      - Move
CI/Four Points Data Center

       

      - Install
Sub Meter

       

      - Install
Signage

       

      - Clean
Noc (to include pre-wiring)

       

      - Floor
Repair

       

      (1)
Notwithstanding anything contrary to the Lease, all above work to be completed
by April 10, 2009.

       

      (2) All
other work per AddendumD, to be completed by July 31, 2009 wit the exception of
the SAS70 Certification of which shall be ordered and in process.

       

      (3)
Security Cameras to be installed by April 30, 2009.

       

      


       

      
        	
                SUBLANDLORD:

              
	
                DATE
      CENTER 101, LLC, an Ohio limited liability company

              
	
                By:
      /s/ Chuck
    Maynard

              
	
                Name:
      Chuck Maynard

              
	
                Its:
      Authorized Agent

              
	
                Date:
      3/3/09

              
	 
      
	
                SUBTENANT:

              
	
                iBeam
      Solutions LLC

              
	
                By:
      /s/ Eric V.
      Schmidt

              
	
                Name:
      Eric Schmidt

              
	
                Its:
      President

              
	
                Dated:
      3/3/09

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
“F1”

       

      

       

      AMENDMENT TO MASTER SERVICE
AGREEMENT

       

      Date:
February 12, 2009

       

      This
Amendment to the Master Service Agreement (this "Amendment") is entered into by
and between Data Center 101, LLC and Jumpline.com.

       

      WHEREAS,
Datacenter101 and Jumpline.com, entered into that certain Master Service
Agreement ("MSA") effective as of December 4,2008, as the same may heretofore
have been modified, amended or extended;

       

      Datacenter101,
LLC and Jumpline.com, intending to be legally bound hereby, agree as
follows:

       

      
        	
                1)  

              	
                Service
      Order Form dated February 12, 2009 supersedes and replaces Service Order
      Form/Exhibit B executed December 4,
2008.

              


      

       

      
        	
                2)  

              	
                Jumpline.com
      will move from their current location in cage 5 to cage 3. They will
      occupy cage 3 and cage 4 as outlined in Service Order Form dated February
      12, 2009

              


      

       

      Work to
be completed on or before March 20, 2009 for Service Order form dated February
12, 2009. Until this date Datacenter101 agrees to honor the currently existing
committed services and rates. These existing services are 10'X10' cage space,
four (4) 30Amp 120v A Feeds, one (1) 30 Amp 120v A&B Feed, 100 Mbps Commit,
one (1) Analog POTS line, and one (1) Duel HSRP fiber GigE drop.

       

      IN
WITNESS WHEREOF, the parties, by their authorized representatives, have duly
executed this Amendment.

       

      
        	
                Datacenter101,
      LLC

              	
                Jumpline.com

              
	
                Authorized
      Signature: /s/ Chuck
    Maynard

              	
                Authorized
      Signature: /s/ Rick W.
      Bauher

              
	
                Printed
      Name: Chuck Maynard

              	
                Printed
      Name: Rick W. Bauher

              
	
                Title:
      Authorized Agent

              	
                Title:
      President

              
	
                Date:
      2/12/09

              	
                Date:
      2/12/09

              


      

      


       

      


       

      


       

      


       

      101 East
Town Street 0 Suite 3010 Columbus, OH 432150
datacenter101.com